Financial Analysis

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.

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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. Accrual for Product Warranty Liabil …

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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. …

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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. 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 Weigh …

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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 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. …

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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 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 7 …

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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. 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 Ja …

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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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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.

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

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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 …

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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. …

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