AddedRisk Factors
•Commercial arrangements expose us to counterparty risks, which may negatively impact our business, financial condition, or results of operations.
The 10-K against last year's
169 changes: 47 added, 39 removed, 78 reworded, 5 quiet changes
10-K 0001045810-26-000021 (2026-02-25) vs 10-K 0001045810-25-000023 (2025-02-26)
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Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 481 words changed in this paragraph; it is 31% similar to last year's version.
Source: Item 1A, 10-K 0001045810-26-000021 vs Item 1A, 10-K 0001045810-25-000023
Legal Proceedings 151 words changed in this paragraph; it is 42% similar to last year's version.
The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-MN) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 5, 2025, after the Supreme Court issued its judgment dismissing the Company’s petition for writ of certiorari as improvidently granted in the In Re NVIDIA Corporation Securities Litigation action, the district court extended the stay for 30 days while the parties discuss next steps and ordered the parties to file a joint status report by March 7, 2025. 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.
Source: Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001045810-26-000021 vs Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001045810-25-000023
Accounting Policies 106 words changed in this paragraph; it is 41% similar to last year's version.
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.
Source: 10-K text, Note 1 – Organization and Summary of Significant Accounting Policies, 10-K 0001045810-26-000021 vs 10-K text, Note 1 – Organization and Summary of Significant Accounting Policies, 10-K 0001045810-25-000023
MD&A 88 words changed in this paragraph; it is 38% similar to last year's version.
From January 27, 2025 26, 2026 through February 21, 2025, 20, 2026, we repurchased 29 8 million shares for $3.7 $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 aims to offset dilution from shares issued to employees while maintaining adequate liquidity to meet may be suspended at any time at our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment opportunities. discretion.
Source: Item 7, 10-K 0001045810-26-000021 vs Item 7, 10-K 0001045810-25-000023
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of NVDA's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-26. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
We have entered into an intellectual property license arrangement with Groq, Inc., or Groq, that required significant, nonrefundable payments. Successfully incorporating the licensed technology into our architectures and product roadmaps requires significant engineering effort and may not occur on expected timelines or at all. The licensed technology may not achieve the desired results as designed or achieve customer or ecosystem adoption. The economic outcomes of this arrangement depend on our ability to translate the licensed technology into commercially viable products and services over time, and we may be unable to recover the associated costs or realize an adequate return on this spend. If our efforts to use the licensed technology are delayed or unsuccessful, our business, operating results, and financial condition could be negatively impacted.
AddedRisk Factors
•our customers’ and partners’ ability to secure capital and energy and to build complex datacenter infrastructure timely; and
AddedRisk Factors
The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these and other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex, multi-year process involving significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.
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We are increasing our U.S.-based manufacturing and investing in specialized equipment and processes to support domestic production. We may experience delays or difficulties in scaling production as planned. Our ability to increase manufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply to the required volume timely. Delays or shortfalls could impact our ability to meet demand.
AddedRisk Factors
Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors have engaged and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts
AddedRisk Factors
Factors that have caused and/or could in the future cause disruptions to our worldwide operations include: natural disasters, extreme weather conditions, power or water shortages, critical infrastructure failures, telecommunications failures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military
AddedRisk Factors
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.
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AddedRisk Factors
Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses.
AddedRisk Factors
We have entered and may in the future enter into commercial arrangements, including long-term capacity purchase obligations and financial guarantees, and have been asked to offer financing arrangements to support our customers’ and partners’ buildout of datacenter infrastructure. We have not entered into any financing arrangements. Commercial arrangements expose us to counterparty risk, including customers' or partners' inability to fulfill their financial commitments and secure necessary financing or infrastructure, the occurrence of significant project delays, and counterparty financial distress or insolvency, all of which may negatively impact our business, financial condition, or results of operations. Financing arrangements, if undertaken, may in some circumstances result in lower upfront cash flows associated with extended payment terms or payment terms made over a multi-year term and may increase credit risk.
AddedRisk Factors
In July 2023, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.
AddedRisk Factors
In April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 products diminished.
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Our competitive position has been harmed by the existing export controls, and our competitive position and future results may will be further harmed, over the long term, if there the restrictions remain in place or are further changes expanded in the USG’s export controls, including further expansion of the geographic, customer, or product scope of the controls, scope, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant customers or if we incur significant transition costs.
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Claims that our products or processes infringe the IP rights of others, regardless of their merit, could cause us to incur significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts and attention of management and technical personnel.
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Export controls and other restrictions targeting GPUs and semiconductors associated with AI, which have been imposed and are increasingly likely to be further tightened, more restrictive, would further restrict limit our ability to export our technology, products, or services even though competitors may not be subject to similar restrictions, services, creating a competitive disadvantage for us and negatively impacting our business and financial results.
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We have partnered with CSPs to host such software and services in their data centers, and we entered and may continue to enter into multi-year cloud service agreements to support these offerings and our research and development activities.
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In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, D:1, D:4, and D5 D:5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including, but not limited to, the A100, A800, H100, H800, L4, L40, L40S RTX 4090, GB200 NVL72, and RTX 4090. B200.
RewordedRisk Factors
Even if the USG grants any requested licenses, the licenses have already and may in the future be temporary or temporary, impose burdensome conditions regarding the installation, maintenance, and use of such products, or include financial or economic requirements that we or our customers or end users cannot or choose not to fulfill.
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Such controls have been and may again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to China and over 150 countries designated “Tier 2” by the January 2025 AI Diffusion IFR, and could negatively impact our manufacturing, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue and financial results.
AddedMD&A
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.
AddedMD&A
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.
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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.
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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.
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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.
AddedMD&A
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.
AddedMD&A
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:
AddedMD&A
•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.
AddedMD&A
•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.
AddedMD&A
•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.
AddedMD&A
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.
AddedMD&A
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.
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Year Ended Jan 25, 2026 Jan 26, 2025 Jan 28, 2024 Revenue 100.0 % 100.0% Cost of revenue 28.9 25.0 27.3 Gross profit 71.1 75.0 72.7 Operating expenses Research and development 8.6 9.9 14.2 Sales, general and administrative 2.1 2.7 4.4 Total operating expenses 10.7 12.6 18.6 Operating income 60.4 62.4 54.1 Interest income 1.4 1.1 1.4 Interest expense (0.1) (0.2) (0.4) Other, Other income, net 4.2 0.8 0.4 Other income (expense), Total other income, net 5.2 2.0 1.4 Income before income tax 65.5 64.4 55.5 Income tax expense 9.9 8.6 6.6 Net income 55.8 55.6 % 48.9% 55.8%
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Direct Customers – Sales For fiscal year 2026, sales to one direct customers which customer represented 10% or more 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, are presented in the following table: segment.
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Provisions for inventory and excess inventory purchase obligations totaled $3.7 $7.2 billion and $2.2 $3.7 billion for fiscal years 2025 2026 and 2024, respectively. 2025, respectively, including $4.5 billion associated with H20 excess inventory and purchase obligations for the first quarter of fiscal year 2026.
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The change in Other, Other income, net, compared to fiscal year 2024, 2025, was primarily driven by an increase unrealized gains in fair value of our non-marketable equity securities and publicly-held equity securities. securities, including gains from our previously announced investment in Intel’s common stock.
RewordedMD&A
Our effective tax rates for fiscal years 2026 and 2025 and 2024 were lower than the U.S. federal statutory rate of 21% 21.0% primarily due primarily to tax benefits from the FDII deduction, FDDEI, stock-based compensation, the U.S. federal research tax credit, and income earned in jurisdictions that are subject to taxes at rates lower than the U.S. federal statutory tax rate. rate, and the U.S. federal research tax credit.
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The increases in research and development expenses for fiscal year 2025 2026 were driven by a 32% 29% increase in compensation and benefits, benefits expense, including stock-based compensation, reflecting employee growth and compensation increases, increases and a 100% 79% increase in compute and infrastructure, and a 234% increase in engineering development costs for new product introductions. infrastructure.
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Reportable segment operating income – The year over year increase in Compute & Networking segment operating income was driven by growth in revenue. 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.
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Cash used in investing activities increased in fiscal year 2025 2026 compared to fiscal year 2024, 2025, primarily driven by net higher purchases of marketable securities, equity investment securities and purchase the execution of land, property and equipment. a non-exclusive license agreement with Groq.
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Jan 26, 2025 25, 2026 (In millions) Due in one year $ — 1,000 Due in one to five years 2,250 2,750 Due in five to ten years 2,750 1,250 Due in greater than ten years 3,500 Unamortized debt discount and issuance costs (37) (32) Net long-term carrying amount $ 8,463 8,468 Less short-term portion 999 Total long-term portion $ 7,469
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The strong year-on-year growth was driven by demand for our Hopper architecture the major platform shifts – accelerated computing platform used for large language models, recommendation engines, and generative AI applications. AI.
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Macroeconomic factors, including tariffs, inflation, interest rate changes, capital market volatility, global supply chain constraints, tariffs, and global economic and geopolitical developments, may have direct and indirect impacts on our results of operations, particularly demand for our products.
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In certain 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.
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Cost of revenue consists primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs.
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Interest expense is primarily comprised of coupon interest and debt discount amortization related to our notes.
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