Executive Summary
Over the five years from FY2022 to FY2026, NVIDIA’s revenue expanded from $26.9 billion to $215.9 billion, an eightfold increase that fundamentally reshaped the company from a hardware supplier into a full-stack AI infrastructure powerhouse. Yet this explosive growth was accompanied by a near-total loss of the Chinese data center market, a direct consequence of escalating U.S. export controls. The most consequential shift is the simultaneous attainment of market dominance and the permanent alteration of the company’s addressable market, with management admitting in FY2026 that it cannot create a competitive product for China’s data center.
Two themes run through every chapter. The first is the hardening of language precisely as financial metrics improved: management’s tone became more defensive and hedged even as revenue and operating income hit record levels. The second is a pattern of retreating transparency, the removal of segment revenue breakdowns, fair value methodology, and detailed China revenue discussions coincided with the company’s most explosive growth.
The numbers and the language disagree in a critical instance: diluted earnings per share fell from $11.93 in FY2024 to $2.94 in FY2025 despite net income more than doubling, reflecting a stock split that inverted the narrative of shareholder value creation. Similarly, the company’s risk disclosures shifted from pandemic fears to geopolitical and supply chain concerns, even as operating cash flow surged from $5.6 billion to $102.7 billion. The story is one of unprecedented scale, deliberately narrowing disclosure, and a regulatory crisis that has permanently bifurcated NVIDIA’s global opportunity.
Financial Performance
Audited figures for every year, as filed
NVIDIA’s financial performance over the five fiscal years from FY2022 to FY2026 represents a transformation of order of magnitude rarely seen in the technology sector. Revenue grew from $26.9B in FY2022 to $215.9B in FY2026, a compound annual growth rate of roughly 68%, driven by a surge that began in FY2024 when revenue more than doubled to $60.9B, then nearly doubled again in FY2025 to $130.5B, before rising another 65.5% in FY2026. The inflection point is unmistakable: in the FY2023–FY2024 transition, the company’s filing replaced its historical Mellanox pro forma summary with a Management’s Discussion and Analysis summary that highlighted revenue up 126% and operating income up 681% 1. That same filing introduced, for the first time, a segment-level revenue breakdown showing Compute & Networking revenue up 215% to $47.4B 2 and its operating income up to $32.0B 3. The narrative abruptly shifted from integration disclosure to a triumphantly scaled business.
However, the path was not linear. In FY2023, NVIDIA experienced a sharp contraction: gross profit fell 12.1% to $15.4B and net income dropped 55.2% to $4.4B 4. Cost of revenue rose to 43.1% of revenue from 35.1% the prior year, compressing gross margins from 64.9% to 56.9% 5. The company’s inventory ballooned 98.0% to $5.2B, and it began disclosing a breakdown into raw materials, work-in-process, and finished goods for the first time 6. This granularity suggested management was closely monitoring a buildup that might have signaled demand uncertainty. By FY2024, however, the inventory overhang was absorbed: revenue exploded, inventory grew only 2.4%, and gross profit soared 188.5% 2. The margin recovery was complete, and the company’s operating leverage became extraordinary, operating income rose from $4.2B in FY2023 to $33.0B in FY2024, a 680.6% increase 1.
The segment disclosure was short-lived. In FY2025, the revenue breakdown table for Compute & Networking and Graphics was removed 7. Investors lost the visibility into the relative contributions of the two segments that had been so illuminating. The filing also eliminated a table of notional values of foreign currency forward contracts outstanding 8, reducing transparency on hedging activities. These disappearances coincide with a period of explosive growth and may reflect management’s view that the segment detail was no longer strategically useful or that competitive sensitivity outweighed transparency. The removal of fair value methodology disclosure in FY2026 9 continued this pattern.
The following unaudited pro forma financial information summarizes the combined results of operations for NVIDIA and Mellanox
Fiscal Year 2024 Summary | Year Ended | Jan 28, 2024 | | Jan 29, 2023 | | Change | ($ in millions, except per share data) Revenue | $ | 60,922 | | | $ | 26,974 | | | Up 126%
Cash flow and capital allocation tell a story of massive cash generation increasingly returned to shareholders. Operating cash flow was $5.6B in FY2023, then surged to $28.1B in FY2024, $64.1B in FY2025, and $102.7B in FY2026. Investing cash flow turned sharply negative in FY2024 and beyond, reaching -$52.2B in FY2026, reflecting heavy capital expenditure. Financing cash flow was consistently negative from FY2023 onward, driven by share repurchases and dividends. Share repurchases went from $10.0B in FY2023 to $33.7B in FY2025 and $40.1B in FY2026 10. Dividends, after flatness at $399M, doubled to $834M in FY2025 and rose to $974M in FY2026.
Stock-based compensation grew from $2.0B in FY2022 to $2.7B in FY2023, a 35.2% increase 11. By FY2025, the company expanded its disclosure to clarify that stock-based compensation was capitalized into inventory and subsequently recognized to cost of revenue 12, a nuance that matters for margin analysis. The impact on diluted EPS was dramatic: after the FY2024 surge to $11.93, diluted EPS fell to $2.94 in FY2025 despite net income doubling, reflecting a stock split or other dilution mechanics. Basic EPS went from $12.05 to $2.97, a 75.3% decline 10. The FY2025 filing also replaced a specific discussion of Israel and regional conflicts with a cross-reference to risk factors 13, suggesting that geopolitical risk was being consolidated into a broader framework.
The balance sheet swelled: total assets grew from $44.2B in FY2022 to $206.8B in FY2026, with cash and equivalents reaching $10.6B. Accounts receivable rose to $38.5B, a 66.8% increase in FY2026 alone, and inventory jumped 112.3% to $21.4B, a new build that could be a precursor to a future demand normalization. Property and equipment nearly quadrupled to $10.4B, underscoring the capital intensity of the AI infrastructure build-out. Long-term debt declined modestly from $10.9B to $7.5B, while stockholders’ equity grew to $157.3B.
In sum, NVIDIA’s financial performance over these five years is a case study in hypergrowth, margin recovery, and the tensions between transparency and strategic discretion. The numbers tell a story of a company that scaled more than eightfold in revenue while managing inventory cycles, shifting disclosure priorities, and returning enormous cash to shareholders. The most striking change may be the collapse of EPS in FY2025 while net income soared, a reminder that shareholder returns are not always aligned with per-share metrics when capital structure changes intervene.
| Income Statement | FY2022 | FY2023 | FY2024 | FY2025 | FY2026 |
|---|---|---|---|---|---|
| Revenue RevenueFromContractWithCustomerExcludingAssessedTax | $26.9B | – | – | – | – |
| Revenue Revenues | $26.9B | $27.0B (+0.2%) | $60.9B (+125.8%) | $130.5B (+114.2%) | $215.9B (+65.5%) |
| Gross Profit GrossProfit | $17.5B | $15.4B (-12.1%) | $44.3B (+188.5%) | $97.9B (+120.9%) | $153.5B (+56.8%) |
| R&D Expense ResearchAndDevelopmentExpense | $5.3B | $7.3B (+39.3%) | $8.7B (+18.2%) | $12.9B (+48.9%) | $18.5B (+43.2%) |
| SG&A SellingGeneralAndAdministrativeExpense | $2.2B | $2.4B (+12.7%) | $2.7B (+8.8%) | $3.5B (+31.5%) | $4.6B (+31.2%) |
| Operating Income OperatingIncomeLoss | $10.0B | $4.2B (-57.9%) | $33.0B (+680.6%) | $81.5B (+147.0%) | $130.4B (+60.1%) |
| Income Tax IncomeTaxExpenseBenefit | $189.0M | -$187.0M (-198.9%) | $4.1B (+2270.1%) | $11.1B (+174.7%) | $21.4B (+91.8%) |
| Net Income NetIncomeLoss | $9.8B | $4.4B (-55.2%) | $29.8B (+581.3%) | $72.9B (+144.9%) | $120.1B (+64.8%) |
| EPS (Basic) EarningsPerShareBasic | $3.91 | $1.76 (-55.0%) | $12.05 (+584.7%) | $2.97 (-75.3%) | $4.93 (+66.0%) |
| EPS (Diluted) EarningsPerShareDiluted | $3.85 | $1.74 (-54.8%) | $11.93 (+585.6%) | $2.94 (-75.4%) | $4.90 (+66.7%) |
| Cash Flow | FY2022 | FY2023 | FY2024 | FY2025 | FY2026 |
|---|---|---|---|---|---|
| Operating Cash Flow NetCashProvidedByUsedInOperatingActivities | $9.1B | $5.6B (-38.1%) | $28.1B (+398.0%) | $64.1B (+128.2%) | $102.7B (+60.3%) |
| Investing Cash Flow NetCashProvidedByUsedInInvestingActivities | -$9.8B | $7.4B (+175.0%) | -$10.6B (-243.3%) | -$20.4B (-93.3%) | -$52.2B (-155.8%) |
| Financing Cash Flow NetCashProvidedByUsedInFinancingActivities | $1.9B | -$11.6B (-722.9%) | -$13.6B (-17.4%) | -$42.4B (-210.7%) | -$48.5B (-14.4%) |
| Share Repurchases PaymentsForRepurchaseOfCommonStock | $0 | $10.0B | $9.5B (-5.0%) | $33.7B (+253.6%) | $40.1B (+18.9%) |
| Dividends Paid PaymentsOfDividends | $399.0M | $398.0M (-0.2%) | $395.0M (-0.8%) | $834.0M (+111.1%) | $974.0M (+16.8%) |
| Balance Sheet | FY2022 | FY2023 | FY2024 | FY2025 | FY2026 |
|---|---|---|---|---|---|
| Total Assets Assets | $44.2B | $41.2B (-6.8%) | $65.7B (+59.6%) | $111.6B (+69.8%) | $206.8B (+85.3%) |
| Total Liabilities Liabilities | $17.6B | $19.1B (+8.6%) | $22.8B (+19.2%) | $32.3B (+41.9%) | $49.5B (+53.4%) |
| Stockholders' Equity StockholdersEquity | $26.6B | $22.1B (-16.9%) | $43.0B (+94.5%) | $79.3B (+84.6%) | $157.3B (+98.3%) |
| Cash & Equivalents CashAndCashEquivalentsAtCarryingValue | $2.0B | $3.4B (+70.3%) | $7.3B (+114.8%) | $8.6B (+18.0%) | $10.6B (+23.5%) |
| Accounts Receivable AccountsReceivableNetCurrent | $4.7B | $3.8B (-17.7%) | $10.0B (+161.3%) | $23.1B (+130.7%) | $38.5B (+66.8%) |
| Inventory InventoryNet | $2.6B | $5.2B (+98.0%) | $5.3B (+2.4%) | $10.1B (+90.8%) | $21.4B (+112.3%) |
| Property & Equipment PropertyPlantAndEquipmentNet | $2.8B | $3.8B (+37.0%) | $3.9B (+2.8%) | $6.3B (+60.5%) | $10.4B (+65.3%) |
| Long-Term Debt LongTermDebtNoncurrent | $10.9B | $9.7B (-11.4%) | $8.5B (-12.8%) | $8.5B (+0.1%) | $7.5B (-11.8%) |
Sourced from XBRL company facts as filed with the SEC, never extracted from prose. Percentages are year-over-year against the prior fiscal year shown.
13 sources cited in this chapter verbatim filing text, both years
-
1 Income Statement FY2023 → FY2024
Replaced Mellanox pro forma summary with FY2024 MD&A summary showing revenue up 126%, operating income up 681%.
FY2023The following unaudited pro forma financial information summarizes the combined results of operations for NVIDIA and MellanoxFY2024Fiscal Year 2024 Summary | Year Ended | Jan 28, 2024 | | Jan 29, 2023 | | Change | ($ in millions, except per share data) Revenue | $ | 60,922 | | | $ | 26,974 | | | Up 126%NVDA-income_statement-FY2023-FY2024-002 -
2 Income Statement FY2023 → FY2024
Added segment revenue breakdown showing Compute & Networking revenue up 215% to $47,405 million.
FY2023–FY2024Revenue by Reportable Segments | Year Ended | Jan 28, 2024 | | Jan 29, 2023 | | $ Change | | % Change | ($ in millions) Compute & Networking | $ | 47,405 | | | $ | 15,068 | | | $ | 32,337 | | | 215 | %NVDA-income_statement-FY2023-FY2024-003 -
3 Income Statement FY2023 → FY2024
Added segment operating income breakdown showing Compute & Networking operating income up significantly.
FY2023–FY2024Operating Income by Reportable Segments | Year Ended | Jan 28, 2024 | | Jan 29, 2023 | | $ Change | | % Change | ($ in millions) Compute & Networking | $ | 32,016 | | | $ | 5,083NVDA-income_statement-FY2023-FY2024-004 -
4 Income Statement FY2022 → FY2023
Updated consolidated statements of income to reflect fiscal 2023 results, showing a decline in gross profit and net income.
FY2022Gross profit | 17,475FY2023Gross profit | 15,356NVDA-income_statement-FY2022-FY2023-001 -
5 Income Statement FY2022 → FY2023
Updated common-size income statement percentages to reflect fiscal 2023, with cost of revenue increasing from 35.1% to 43.1% of revenue.
FY2022Cost of revenue | 35.1FY2023Cost of revenue | 43.1NVDA-income_statement-FY2022-FY2023-003 -
6 Balance Sheet FY2022 → FY2023
Added a breakdown of inventories into raw materials, work-in-process, and finished goods.
FY2022–FY2023Inventories (1) : | | | Raw materials | $ | 2,430 | | | $ | 791 |NVDA-balance_sheet-FY2022-FY2023-001 -
7 Income Statement FY2024 → FY2025
Removed the reportable segments revenue breakdown table.
FY2024Revenue by Reportable Segments | Year Ended | Jan 28, 2024 | | Jan 29, 2023 | | $ Change | | % Change | ($ in millions) Compute & Networking | $ | 47,405FY2025–NVDA-income_statement-FY2024-FY2025-006 -
8 Cash Flow FY2024 → FY2025
Removed the table of notional value of foreign currency forward contracts outstanding.
FY2024The table below presents the notional value of our foreign currency forward contracts outstanding:FY2025–NVDA-cash_flow-FY2024-FY2025-002 -
9 Balance Sheet FY2025 → FY2026
Removed disclosure about fair value determination methodology for financial assets and liabilities.
FY2025The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or market prices of similar assets from active markets.FY2026–NVDA-balance_sheet-FY2025-FY2026-002 -
10 Cash Flow FY2022 → FY2023
Updated net income and stock-based compensation figures for fiscal years 2023, 2022, and 2021.
FY2022Net income | $ | 9,752 | | | $ | 4,332 | | | $ | 2,796 |FY2023Net income | $ | 4,368 | | | $ | 9,752 | | | $ | 4,332 |NVDA-cash_flow-FY2022-FY2023-001 -
11 Income Statement FY2022 → FY2023
Updated stock-based compensation table to reflect fiscal 2023, with total stock-based compensation increasing from $2,004 million to $2,710 million.
FY2022Total | $ | 2,004FY2023Total | $ | 2,710NVDA-income_statement-FY2022-FY2023-002 -
12 Income Statement FY2024 → FY2025
Expanded description of stock-based compensation allocation to include capitalization and subsequent recognition.
FY2024net of amounts allocated to inventoryFY2025net of amounts capitalized into inventory and subsequently recognized to cost of revenueNVDA-income_statement-FY2024-FY2025-004 -
13 Income Statement FY2025 → FY2026
Removed the 'Israel and Regional Conflicts' subsection and replaced it with a cross-reference to risk factors.
FY2025Israel and Regional Conflicts Fiscal Year 2025 SummaryFY2026Refer 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 SummaryNVDA-income_statement-FY2025-FY2026-006
The Business
Strategy, segments, and geographic footprint
The five-year arc of NVIDIA’s business description reveals a company that transformed itself from a hardware supplier into a full-stack AI infrastructure powerhouse, while simultaneously navigating an escalating regulatory crisis that has permanently altered its addressable market. The strategic pivot was initiated in the FY2023 filing, where the company replaced a detailed description of GPU foundations and partner lists with an announcement that it would “offer enterprise customers NVIDIA AI cloud services directly and through our network of partners” 1. This marked the first explicit shift from selling chips to selling cloud-based AI services, a new business model that would later be formalized with the launch of DGX Cloud in FY2024 2. The narrative hardened further in FY2024 when the company rewrote its core identity: “NVIDIA is now a full-stack computing infrastructure company with data-center-scale offerings” 3, and reframed its GPU not as a graphics processor but as a tool that “was initially used to simulate human imagination” 4. The gaming market, once the lead market segment, was demoted; by FY2024 the primary users were “the world’s leading cloud service providers” 5, and by FY2025 the Gaming section introduction had been removed entirely, replaced by the Blackwell architecture launch 6. The Data Center segment became the dominant narrative, with its description expanding in FY2026 to include specific workloads, AI, data processing, graphics, robotics, scientific computing, and deployment models across cloud, hyperscale, on-premises, and edge 7. The financial results mirror this shift: revenue soared from $26.9B in FY2022 to $215.9B in FY2026, with operating income growing from $10.0B to $130.4B, and operating cash flow from $9.1B to $102.7B. The language of the business description hardened precisely as these numbers exploded, with the company emphasizing co-design, full-stack innovation, and order-of-magnitude performance gains 8.
The most dramatic and persistent theme is the evolution of U.S. export controls and their impact on China. In FY2023, the company first disclosed that the U.S. government had “announced new license requirements that impact certain exports to China” and described the impact as “difficult to quantify” 9. By FY2024, the language had escalated sharply: “Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG’s export controls” 10. The supplier redundancy discussion was replaced entirely with licensing requirements for A100 and H100 products 11. In FY2025, a new “AI Diffusion” IFR was introduced, imposing a worldwide licensing requirement 12. The FY2026 filing contained the most striking admission: “Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market” 13. The company further disclosed that while the USG granted licenses to ship H20 products to China in August 2025, generating only $60 million in revenue, USG officials had expressed an expectation of receiving 15% or more of that revenue 14. The licensing process risks were described in stark terms: “The licensing process may not be resolved before significant business opportunities evaporate” 15. This regulatory burden intensified precisely as the company’s overall revenue exploded, creating a bifurcated narrative of unprecedented growth in the rest of the world and a near-total loss of the Chinese data center market.
At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as the training and inferencing of neural networks. They are available in industry standard servers from every major computer maker, including Cisco Systems, Inc., or Cisco, Dell Technologies Inc., Hewlett Packard Enterprise Company, or HP, Hitachi Vantara, Inspur Group, and Lenovo Group Limited; from every major cloud service provider such as Alicloud, Amazon Web Services, Baidu
NVIDIA will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models. NVIDIA has partnered with leading cloud service providers to host these services in their data centers. Our networking solutions include InfiniBand and Ethernet network adapters and switches, related software, and cables.
Supply chain language shifted from being a non-issue to a strategic priority. The FY2023 filing removed the traditional description of a fabless manufacturing strategy 16, but it reappeared in FY2024 as a “fabless and contracting manufacturing strategy” 17. By FY2025, the company had “expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned with growing customer demand” 18, and disclosed non-cancellable inventory orders. Cumulative R&D investment grew from $45.3 billion to $58.2 billion between FY2024 and FY2025 19, signaling a massive commitment to maintaining technological leadership.
The company’s positioning on ESG and autonomous vehicles tells a story of strategic retreat. In FY2023, the company added specific risk language around climate change, cryptocurrency, and consumer laws, while softening its ESG commitment from “integrate” to “goal to integrate” 20. By FY2024, the entire ESG section was eliminated, replaced with a statement that compliance “has not otherwise had a material effect” 21. Autonomous vehicle language appeared in FY2023 with a detailed AV solution description 2223, expanded in FY2024 with a full paragraph on the AV and EV market opportunity 24, then vanished in the same filing as the AV solution was deleted and replaced by a sales and marketing strategy section 25. By FY2025, AV was no longer mentioned as a standalone narrative.
Our competitive position has been harmed by the existing export controls, and our competitive position and future results may be further harmed, over the long term, if there are further changes in the USG’s export controls.
The export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government. As of the end of fiscal year 2026,
Competitive and IP disclosures broadened. The FY2023 filing added Baidu and Arm-based CPU suppliers to the competitor list 26, and replaced generic IP protection factors with specific patent expiration dates from March 2023 to June 2045 27. Capital allocation language shifted from dividend payments and treasury share retirement in FY2022 to restricted stock unit share withholding in FY2023 28, reflecting a change in how the company returns value to shareholders.
28 sources cited in this chapter verbatim filing text, both years
-
1 Business (1) FY2022 → FY2023
Shifted from describing GPU foundation and partner list to announcing NVIDIA AI cloud services and networking solutions.
FY2022At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as the training and inferencing of neural networks. They are available in industry standard servers from every major computer maker, including Cisco Systems, Inc., or Cisco, Dell Technologies Inc., Hewlett Packard Enterprise Company, or HP, Hitachi Vantara, Inspur Group, and Lenovo Group Limited; from every major cloud service provider such as Alicloud, Amazon Web Services, BaiduFY2023NVIDIA will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models. NVIDIA has partnered with leading cloud service providers to host these services in their data centers. Our networking solutions include InfiniBand and Ethernet network adapters and switches, related software, and cables.NVDA-item1_business-FY2022-FY2023-015 -
2 Business (1) FY2023 → FY2024
Added description of NVIDIA DGX Cloud launch and restructured gaming section with market context.
FY2023Our gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother, higher quality graphics.FY2024In fiscal year 2024, we launched the NVIDIA DGX Cloud, an AI-training-as-a-service platform which includes cloud-based infrastructure and software for AI, customizable pretrained AI models, and access to NVIDIA experts.NVDA-item1_business-FY2023-FY2024-003 -
3 Business (1) FY2023 → FY2024
Reworded company description from platform strategy to full-stack computing infrastructure company with data-center-scale offerings.
FY2023NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, and services to create unique value for the markets we serve.FY2024NVIDIA is now a full-stack computing infrastructure company with data-center-scale offerings that are reshaping industry.NVDA-item1_business-FY2023-FY2024-008 -
4 Business (1) FY2023 → FY2024
Rewrote company introduction to emphasize GPU's role in simulating human intelligence and deep learning.
FY2023NVIDIA pioneered accelerated computing to help solve the most challenging computational problems.FY2024The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films.NVDA-item1_business-FY2023-FY2024-002 -
5 Business (1) FY2023 → FY2024
Replaced description of GPU usage by gamers and researchers with a focus on cloud service providers and enterprises using accelerated computing for AI.
FY2023Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds.FY2024The world’s leading cloud service providers, or CSPs, and consumer internet companies use our data center-scale accelerated computing platformsNVDA-item1_business-FY2023-FY2024-012 -
6 Business (1) FY2024 → FY2025
Replaced description of DGX Cloud launch with description of Blackwell architecture launch and removed Gaming section introduction.
FY2024In fiscal year 2024, we launched the NVIDIA DGX Cloud, an AI-training-as-a-service platformFY2025In fiscal year 2025, we launched the NVIDIA Blackwell architecture, a full set of data center scale infrastructureNVDA-item1_business-FY2024-FY2025-008 -
7 Business (1) FY2025 → FY2026
Expanded Data Center platform description to include specific workloads and deployment models.
FY2025The NVIDIA Data Center platform is focused on accelerating the most compute-intensive workloads, such as AI, dataFY2026The NVIDIA Data Center platform is focused on accelerating compute-intensive workloads, such as AI, data processing, graphics, robotics, and scientific computing, delivering superior total cost of ownership relative to conventional CPU-only approaches. It is deployed in cloud, hyperscale, on-premises and edge data centers. The platform consists of data center compute and networking infrastructure offerings typically delivered to customers as rack-scale systems, subsystems, or modules, alongNVDA-item1_business-FY2025-FY2026-010 -
8 Business (1) FY2022 → FY2023
Expanded the description of innovation layers to include 'interconnect' and added a sentence about full-stack innovation delivering order-of-magnitude performance.
FY2022leveraging innovation across the architecture, chip design, system, and software layers. With our acquisition of Mellanox, we strengthened our end-to-end expertise in data centerFY2023leveraging innovation across the architecture, chip design, system, interconnect, and software layers. This full-stack innovation approach allows us to deliver order-of-magnitudeNVDA-item1_business-FY2022-FY2023-008 -
9 Business (1) FY2022 → FY2023
Replaced generic regulatory discussion with specific mention of new U.S. export license requirements for China and Russia affecting data center products.
FY2022Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of foreign governments. Our acquisitions may be subject to government regulatory reviews, and the cost to comply with such regulations or costs incurred where regulatory challenges prevent the completion of an acquisition could have a material impact on our business. On February 8, 2022, we announced the termination of the Share Purchase Agreement by which we would have acquiredFY2023During the third quarter of fiscal year 2023, the U.S. government announced new license requirements that impact certain exports to China (including Hong Kong and Macau) and Russia of some of our data center products. The impact of the new license requirements is difficult to quantify, and it may be challenging for us to manage our operations and forecast our operating results due to these requirements. Refer to “Item 1A. Risk Factors- Risks Related to Regulatory, Legal, Our Stock and OtherNVDA-item1_business-FY2022-FY2023-017 -
10 Business (1) FY2023 → FY2024
Changed from describing difficulty quantifying export control impact to stating competitive position has been harmed and may be further harmed by future export control changes.
FY2023The impact of the new license requirements is difficult to quantify, and it may be challenging for us to manage our operations and forecast our operating results due to these requirements.FY2024Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG’s export controls.NVDA-item1_business-FY2023-FY2024-021 -
11 Business (1) FY2023 → FY2024
Supplier redundancy discussion replaced with U.S. government export licensing requirements for A100 and H100 products.
FY2023We have expanded our supplier relationships to build redundancy and resilience in our operations. We utilize suppliers, such as Taiwan Semiconductor Manufacturing Company Limited and Samsung Electronics Co. Ltd, to produce our semiconductor wafers.FY2024During the third quarter of fiscal year 2023, the U.S. government, or the USG, announced licensing requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits.NVDA-item1_business-FY2023-FY2024-026 -
12 Business (1) FY2024 → FY2025
Added new paragraph describing USG 'AI Diffusion' IFR export control regulation and its licensing requirements.
FY2024–FY2025On January 15, 2025, the USG published the “AI Diffusion” IFR in the Federal Register. After a 120-day delayed compliance period, the IFR will, unless modified, impose a worldwide licensing requirement on all products classified under Export Control Classification Numbers, or ECCNs, 3A090.a, 4A090.a, or corresponding .z ECCNs, including all related software and technology.NVDA-item1_business-FY2024-FY2025-017 -
13 Business (1) FY2025 → FY2026
Expanded export control discussion to include specific technical parameters and explicit statement of inability to create a competitive product for China's data center market.
FY2025Our competitive position has been harmed by the existing export controls, and our competitive position and future results may be further harmed, over the long term, if there are further changes in the USG’s export controls.FY2026The export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government. As of the end of fiscal year 2026,NVDA-item1_business-FY2025-FY2026-013 -
14 Business (1) FY2025 → FY2026
Replaced discussion of technical workforce and diversity recruiting with details on USG licenses for H20 products to China and revenue expectations.
FY2025As the demand for global technical talent continues to be high, we have grown our technical workforce and have been successful in attracting top talent to NVIDIA. We have attracted talent worldwide through our strong employer brand and differentiated hiring strategies for college, professional, and leadership talent.FY2026In 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. USG officials expressed an expectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the USG did not publish a regulation codifying such requirement.NVDA-item1_business-FY2025-FY2026-019 -
15 Business (1) FY2025 → FY2026
Replaced overview of principles and human capital management with discussion of licensing process risks and potential business evaporation.
FY2025The following section and the Human Capital Management Section below provide an overview of our principles and practices. More information can be found on our website and in our annual Sustainability Report.FY2026The licensing process may not be resolved before significant business opportunities evaporate. Even if the USG grants any requested licenses, the licenses have already and may in the future be temporary, 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.NVDA-item1_business-FY2025-FY2026-018 -
16 Business (1) FY2022 → FY2023
Removed description of fabless manufacturing strategy and reliance on third-party suppliers.
FY2022We do not manufacture semiconductors used for our products. Instead, we utilize a fabless manufacturing strategy, whereby we employ world-class suppliers for all phases of the manufacturing process, including wafer fabrication, assembly, testing, and packaging.FY2023–NVDA-item1_business-FY2022-FY2023-030 -
17 Business (1) FY2023 → FY2024
Replaced seasonal revenue discussion with description of fabless manufacturing strategy.
FY2023Our computing platforms serve a diverse set of markets such as consumer gaming, enterprise and cloud data centers, professional workstations, and automotive. Our consumer products typically see stronger revenue in the second half of our fiscal year. In addition, based on the production schedules of key customers, some of our products for notebooks and game consoles typically generate stronger revenue in the second and third quarters, and weaker revenue in the fourth and first quarters.FY2024We utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all phases of the manufacturing process, including wafer fabrication, assembly, testing, and packaging. We use the expertise of industry-leading suppliers that are certified by the International Organization for Standardization in such areas as fabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of the significant costs andNVDA-item1_business-FY2023-FY2024-018 -
18 Business (1) FY2024 → FY2025
Changed from describing a fabless manufacturing strategy with key suppliers to describing expanded supplier relationships for redundancy and resilience, and noting non-cancellable inventory orders.
FY2024We utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all phases of the manufacturing processFY2025We have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned with growing customer demand.NVDA-item1_business-FY2024-FY2025-010 -
19 Business (1) FY2024 → FY2025
Updated cumulative R&D investment figure from $45.3 billion to $58.2 billion.
FY2024$45.3 billionFY2025$58.2 billionNVDA-item1_business-FY2024-FY2025-002 -
20 Business (1) FY2022 → FY2023
Added risk language regarding climate change, cryptocurrency, and consumer laws before the ESG section, and softened ESG commitment from 'integrate' to 'goal to integrate'.
FY2022We integrate sound environmental, social and corporate governance, or ESG, principles and practices into every aspect of the Company.FY2023climate change, cryptocurrency, and consumer laws, could increase our costs, impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition and results of operations in subsequent periods.NVDA-item1_business-FY2022-FY2023-013 -
21 Business (1) FY2023 → FY2024
Replaced discussion of risks from climate, cryptocurrency, consumer laws and the ESG section with a statement that compliance has no material effect and lists regulatory areas.
FY2023climate change, cryptocurrency, and consumer laws, could increase our costs, impact our competitive position, and otherwise may have a material adverse impactFY2024Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, results of operations, or competitive positionNVDA-item1_business-FY2023-FY2024-011 -
22 Business (1) FY2022 → FY2023
Replaced sales and marketing strategy description with details on autonomous driving solutions and IP leverage.
FY2022Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platforms and software. Our sales and marketing teams, located across our global markets, work closely with end customers and various industry ecosystems through our partner network. Our partner network incorporates each industry's respective OEMs, original device manufacturers, or ODMs, system builders, add-in board manufacturers, or AIBs,FY2023OEMs, tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based hardware required to train the neural networks before their in-vehicle deployment, as well as to re-simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to autonomous driving. Leveraging our intellectual property, or IP. We believe our IPNVDA-item1_business-FY2022-FY2023-023 -
23 Business (1) FY2022 → FY2023
Replaced detailed autonomous vehicle (AV) strategy with a broad description of AI applications across industries.
FY2022We believe the advent of AV will soon revolutionize the transportation industry. In our view, AI is the key technology enabler of this opportunity, as the algorithms required for autonomous driving - such as perception, localization, and planning - are too complex for legacy hand-coded approaches and will run on multiple trained neural networks instead.FY2023We are engaged with thousands of organizations working on AI in a multitude of industries, from automating tasks such as consumer product and service recommendations, to chatbots for the automation of or assistance with live customer interactions, to enabling fraud detection in financial services, to optimizing oil exploration and drilling.NVDA-item1_business-FY2022-FY2023-028 -
24 Business (1) FY2023 → FY2024
Full-stack computing platform and CUDA software description replaced with autonomous vehicle and electric vehicle market opportunity.
FY2023While our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of software, including the CUDA parallel programming model, the CUDA-X collection of application acceleration libraries, Application Programming Interfaces, or APIs, SDKs and tools, and domain-specific application frameworks.FY2024We believe the advent of autonomous vehicles, or AV, and electric vehicles, or EV, is revolutionizing the transportation industry. The algorithms required for autonomous driving - such as perception, localization, and planning - are too complex for legacy hand-coded approaches and will use multiple neural networks instead.NVDA-item1_business-FY2023-FY2024-027 -
25 Business (1) FY2023 → FY2024
Replaced detailed AV solution description with a new section on worldwide sales and marketing strategy.
FY2023OEMs, tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based hardware required to train the neural networks before their in-vehicle deployment, as well as to re-simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to autonomous driving.FY2024Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platforms and software. Our sales and marketing teams, located across our global markets, work closely with end customers and various industry ecosystems through our partner network. Our partner network incorporates global, regional and specialized CSPs, OEMs, ODMs, system integrators, independent software vendors, or ISVs, add-in boardNVDA-item1_business-FY2023-FY2024-016 -
26 Business (1) FY2022 → FY2023
Expanded competitor list to include Baidu and Arm-based CPU suppliers, and updated descriptions to include AI computing.
FY2022large internet services companies with internal teams designing chips that incorporate accelerated computing functionality as part of their internal solutions or platforms, such as Alibaba Group, Alphabet, and Amazon;FY2023large cloud services companies with internal teams designing chips and software that incorporate accelerated or AI computing functionality as part of their internal solutions or platforms, such as Alibaba Group, Alphabet Inc., Amazon, Inc., and Baidu, Inc.;NVDA-item1_business-FY2022-FY2023-021 -
27 Business (1) FY2022 → FY2023
Replaced discussion of IP protection factors with specific patent expiration dates and patent portfolio details.
FY2022the location in which our products are manufactured; • our strategic technology or product directions in different countries; • the degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and • the commercial significance of our operations and our competitors' operations in particular countries and regions.FY2023We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, and licensing arrangements to protect our IP in the United States and internationally. Our currently issued patents have expiration dates from March 2023 to June 2045.NVDA-item1_business-FY2022-FY2023-027 -
28 Market (5) FY2022 → FY2023
Removed the description of fiscal year 2022 dividend payments and treasury share retirement, and added a new section on restricted stock unit share withholding.
FY2022In fiscal year 2022, we paid $399 million in quarterly cash dividends. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board's continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. During the fourth quarter of fiscal year 2022, our Board of Directors approved the retirement of all existing 349 million treasury shares.FY2023Restricted Stock Unit Share Withholding We withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under our employee equity incentive program. During fiscal year 2023, we withheld approximately 8 million shares for a total value of $1.48 billionNVDA-item5_market-FY2022-FY2023-002
Risk Landscape
What management newly fears, and what it stopped fearing
The risk landscape at NVIDIA underwent a profound transformation between FY2022 and FY2026, mirroring the company’s explosive growth from a $26.9B revenue base to $215.9B. The most striking shift was the complete disappearance of COVID-19 as a disclosed risk factor. In FY2022, management warned that the pandemic’s impact on operations and financial performance “may continue to be difficult to measure and predict” 1. By FY2023, that language was gone, replaced by a new set of fears centered on climate change, customer concentration, and business disruptions 1. The pandemic risk was not merely downgraded; it was excised entirely, and by FY2024 the company explicitly stated that “economic sanctions and export controls” had replaced the “COVID-19 pandemic” as the primary external shock 2. This was not a cosmetic change, it reflected a company that had navigated the pandemic and now faced a fundamentally different set of geopolitical and operational threats.
The single most dominant new fear, appearing in FY2023 and intensifying through FY2025, was the cascade of U.S. export controls targeting China. In FY2023, management added a risk factor about transitioning operations out of China and offering alternative products like the A800 3. By FY2024, the language hardened dramatically: the company admitted that “our competitive position has been harmed, and our competitive position and future results may be further harmed, over the long-term” 4. The scope of controls expanded from specific chips (A100, H100) to a broader set including A800, H800, L4, L40, L40S, and even the RTX 4090, and the affected countries grew to include Saudi Arabia, the UAE, and Vietnam 56. Management now warned that “excessive or shifting export controls have already encouraged and may in the future encourage customers outside China and other impacted regions to ‘design-out’ certain U.S. semiconductors” 7. This was a direct admission that U.S. policy could structurally disadvantage NVIDIA in global markets. By FY2025, the company disclosed that international revenue had fallen from 56% to 53% of total revenue, and explicitly noted that “the market in China, where our offerings are limited by export controls, is highly competitive and we expect it to remain competitive going forward” 8. The numbers confirm the narrative: despite total revenue surging 7x over the period, the China headwind was real and acknowledged.
Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks are increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement adequate preventative measures.
Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restoring from backups is delayed or not feasible.
A second major theme was the emergence of AI-specific risks, which appeared in FY2023 and expanded rapidly. Management added a risk factor about demand estimation challenges for new use cases like Omniverse and large language models, warning that “our demand estimates for these use cases and applications can be incorrect and create volatility in our revenue or supply levels” 9. By FY2024, the company added risks about AI training data containing “unknown or undetected defects and errors, or reflect unintended bias” 10, and warned that “AI-related regulation could disproportionately impact and disadvantage us and require us to change our business practices” 11. The company also disclosed receiving regulatory inquiries from the EU, UK, and China regarding GPU sales, supply allocation, and foundation model partnerships 12. This was a new front of regulatory scrutiny directly tied to NVIDIA’s core growth driver.
Cybersecurity fears escalated in parallel. In FY2022, the risk language was generic. By FY2023, management specifically named “ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors” and warned that “our ability to recover from ransomware attacks may be limited if our backups have been affected” 13. This was a material escalation, reflecting the heightened threat environment for a company whose chips power global AI infrastructure.
Our results and competitive position may be harmed
Our competitive position has been harmed, and our competitive position and future results may be further harmed, over the long-term
Supply chain risk evolved from a generic concern to a specific admission of failure. In FY2023, the company disclosed a real product defect in a third-party component embedded in Data Center products that resulted in a recorded warranty liability 14. By FY2025, management acknowledged that “long manufacturing lead times and uncertain supply and component availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand” 15. This was a direct admission that the company’s own forecasting was inadequate for its growth trajectory.
What stopped being feared was equally telling. The pandemic risk vanished. The risk of failing to integrate acquisitions was replaced by supply chain capacity commitments 16. The Compute & Networking segment-specific credit risk was replaced by executive retention risk 17. And the company removed a risk factor about data privacy and security laws, replacing it with indebtedness and change-of-control provisions 18. This last shift is particularly notable: as NVIDIA’s market capitalization swelled, management became more concerned about governance and debt structure than about privacy regulation.
The overall arc is clear. NVIDIA’s management moved from fearing a pandemic-driven demand collapse to fearing the consequences of its own success: geopolitical backlash, regulatory scrutiny, supply chain strain, and the difficulty of forecasting demand in a market it now dominates. The prose hardened precisely as the metrics soared, a classic sign of a company that knows its risks have shifted from existential to operational, but are no less dangerous for that.
18 sources cited in this chapter verbatim filing text, both years
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1 Risk Factors (1A) FY2022 → FY2023
Removed detailed COVID-19 pandemic impact risk and replaced with a list of new business disruption risks including climate change and customer concentration.
FY2022The extent of the impact of the COVID-19 pandemic on our operational and financial performance and our ability to timely execute our business strategies may continue to be difficult to measure and predict. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, and access to sources of liquidity and financial condition, though the full extent and duration of these impactsFY2023Business disruptions could harm our operations and financial results. • Climate change may have a long-term impact on our business. • We may not be able to realize the potential benefits of business investments or acquisitions, nor successfully integrate acquisition targets. • A significant amount of our revenue stems from a limited number of customers and could be adversely affected if we lose or are prevented from selling to any of these customers. • We may be unable to attract, retain andNVDA-item1a_risk-FY2022-FY2023-020 -
2 Risk Factors (1A) FY2023 → FY2024
COVID-19 pandemic risk replaced with risk from economic sanctions and export controls.
FY2023COVID-19 pandemic has impactedFY2024Increasing use of economic sanctions and export controls has impactedNVDA-item1a_risk-FY2023-FY2024-032 -
3 Risk Factors (1A) FY2022 → FY2023
Added a risk factor about transitioning operations out of China and offering alternative products like the A800.
FY2022–FY2023We are required to transition certain operations out of China (including Hong Kong), which could be costly and time consuming, and adversely affect our research and development and supply and distribution operations, as well as our revenue, during any such transition period. We have engaged with customers in China to provide alternative products not subject to the new license requirements, such as our new A800 offeringNVDA-item1a_risk-FY2022-FY2023-038 -
4 Risk Factors (1A) FY2023 → FY2024
Changed from potential harm to actual harm and added long-term risk from further export control changes.
FY2023Our results and competitive position may be harmedFY2024Our competitive position has been harmed, and our competitive position and future results may be further harmed, over the long-termNVDA-item1a_risk-FY2023-FY2024-007 -
5 Risk Factors (1A) FY2023 → FY2024
Added risk factor detailing USG export restrictions targeting China's semiconductor and supercomputing industries, impacting specific products.
FY2023–FY2024During the third quarter of fiscal year 2023, the USG announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boardsNVDA-item1a_risk-FY2023-FY2024-043 -
6 Risk Factors (1A) FY2023 → FY2024
Added risk factor detailing updated USG export licensing requirements effective in Q4 FY2024, expanding product and country scope.
FY2023–FY2024In 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, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090.NVDA-item1a_risk-FY2023-FY2024-044 -
7 Risk Factors (1A) FY2023 → FY2024
Added risk that excessive or shifting export controls may disadvantage NVDA against competitors and encourage customers to design out U.S. semiconductors.
FY2023–FY2024disadvantage us against certain of our competitors that sell chips that are outside the scope of such control. Excessive or shifting export controls have already and may in the future encourage customers outside China and other impacted regions to “design-out” certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or shifting export controls have already encouraged and may in the futureNVDA-item1a_risk-FY2023-FY2024-045 -
8 Risk Factors (1A) FY2024 → FY2025
Updated international revenue percentage from 56% to 53% and replaced China revenue share with explicit mention of export controls and competition.
FY2024generated 56% of our revenue in fiscal year 2024 from sales outside of the United StatesFY2025generated 53% of our revenue in fiscal year 2025 from sales outside the United States. The market in China, where our offerings are limited by export controls, is highly competitive and we expect it to remain competitive going forward.NVDA-item1a_risk-FY2024-FY2025-014 -
9 Risk Factors (1A) FY2022 → FY2023
Added a new risk factor about demand estimation challenges for new use cases like Omniverse and large language models, potentially causing revenue volatility.
FY2022–FY2023We build technology and products for use cases and applications that may be new or may not yet exist. Examples include our Omniverse platform and third-party large language models and generative models. Our demand estimates for these use cases and applications can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate any revenue from these use cases and applications.NVDA-item1a_risk-FY2022-FY2023-033 -
10 Risk Factors (1A) FY2023 → FY2024
Added risk from AI training data, unintended bias, and product defect responsibility.
FY2023Our hardware and software product offerings are complex and they have in the past and may in the future contain defects or security vulnerabilitiesFY2024training data that may originate from third parties and new training methods, and the resulting products may contain unknown or undetected defects and errors, or reflect unintended biasNVDA-item1a_risk-FY2023-FY2024-009 -
11 Risk Factors (1A) FY2023 → FY2024
Added risk that AI-related regulation could disproportionately impact NVDA and require business practice changes, potentially harming financial results.
FY2023–FY2024AI-related regulation could disproportionately impact and disadvantage us and require us to change our business practices, which may negatively impact our financial results. Our failure to adequately address concerns and regulations relating to the responsible use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products and services or cause reputational or financial harm.NVDA-item1a_risk-FY2023-FY2024-047 -
12 Risk Factors (1A) FY2023 → FY2024
Added risk factor regarding regulatory inquiries from multiple jurisdictions on GPU sales, supply allocation, and foundation model partnerships.
FY2023–FY2024We have also received requests for information from regulators in the European Union, the United Kingdom, and China regarding our sales of GPUs, our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation modelsNVDA-item1a_risk-FY2023-FY2024-041 -
13 Risk Factors (1A) FY2022 → FY2023
Replaced general cyber-attack language with specific mention of ransomware attacks by organized criminals and nation-states, and added risk of limited recovery from backups.
FY2022Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks are increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement adequate preventative measures.FY2023Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restoring from backups is delayed or not feasible.NVDA-item1a_risk-FY2022-FY2023-027 -
14 Risk Factors (1A) FY2022 → FY2023
Added a specific example of a defect in a third-party component in Data Center products that caused a warranty liability in fiscal year 2023.
FY2022of our technical and management personnel and harm our business. Further, our business liability insurance may be inadequate or future coverage may be unavailable on acceptable terms, which could adversely impact our financial results.FY2023For example, a defect was identified in a third-party component embedded in certain Data Center products. This defect has had, and other defects may in the future have, an adverse effect on our cost and supply of components and finished goods. These costs could be significant in future periods. We recorded a net warranty liability during fiscal year 2023 primarily in connection with this defect.NVDA-item1a_risk-FY2022-FY2023-028 -
15 Risk Factors (1A) FY2024 → FY2025
Supply chain risk expanded with explicit language on long lead times and demand mismatch.
FY2024commitments for capacity to address our business needs, or our long-term demand expectations may change.FY2025Long manufacturing lead times and uncertain supply and component availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand.NVDA-item1a_risk-FY2024-FY2025-016 -
16 Risk Factors (1A) FY2023 → FY2024
Risk factor shifted from acquisition integration challenges to supply chain and capacity commitment risks.
FY2023integrating acquisition target systems into our ownFY2024commitments for capacity to address our business needsNVDA-item1a_risk-FY2023-FY2024-030 -
17 Risk Factors (1A) FY2024 → FY2025
Risk factor replaced from Compute & Networking customer credit revenue timing to executive and key employee retention.
FY2024Compute & Networking segment.FY2025If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.NVDA-item1a_risk-FY2024-FY2025-010 -
18 Risk Factors (1A) FY2023 → FY2024
Removed risk factor about data privacy and security laws and tax-related risks; added risk factor about indebtedness and change of control provisions.
FY2023We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations. Privacy or security concerns relating to our products and services could damage our reputation, deter customers, or result in legal or regulatory proceedings and liability.FY2024Our indebtedness could adversely affect our financial position and cash flows from operations and prevent us from implementing our strategy or fulfilling our contractual obligations. • Delaware law, provisions in our governing documents and our agreement with Microsoft could delay or prevent a change in control.NVDA-item1a_risk-FY2023-FY2024-026
Management's Discussion
How management explains its own numbers
NVIDIA’s management narrative over the five-year period from FY2022 to FY2026 traces a remarkable arc from crisis to dominance, with the language hardening precisely as the numbers improved. The story begins in FY2023 with a company in retreat. Revenue was flat at $27.0B, operating income collapsed 57.9% to $4.2B, and net income fell 55.2% to $4.4B [AUDITED FIGURES]. Management’s explanation was blunt: a $2.17B inventory provision, driven by excess supply of Ampere architecture products “particularly for the expected demand in China” 1. The cash position had deteriorated from $21.2B to $13.3B 2, and the company acknowledged that “our supply…has grown significantly due to current supply chain conditions, complexity of our products, and recent reductions in demand” 3. This was a confession of a demand estimation failure, and management responded by adding granular risk language about “situations that may result in excess or obsolete inventory” 4 and by shifting its revenue recognition policy from simple product sales to a five-step model covering licenses, software, and cloud services 5. The latter change, while technical, signaled that the company was preparing for a more complex revenue mix even as its core business stumbled.
The pivot was already visible in the same FY2023 filing. Management replaced its Automotive design win narrative with a new focus on enterprise AI cloud services, including NVIDIA DGX Cloud and partnerships with leading cloud providers 6. It also reordered its market listing, putting Data Center ahead of Gaming for the first time 7. These were not cosmetic changes; they foreshadowed the explosion to come. By FY2024, revenue had surged 125.8% to $60.9B, operating income jumped 680.6% to $33.0B, and operating cash flow rose 398.0% to $28.1B [AUDITED FIGURES]. Management’s tone shifted from apology to triumphalism: “Demand for our data center systems and products surged in fiscal year 2024” 8. The gross margin recovered from 56.9% to 72.7% 9, and the company began disclosing specific product drivers, Hopper GPU shipments for LLM training and inference, and InfiniBand networking for AI infrastructure 10. The risk language, however, also hardened. Management added a warning that “our competitive position has been harmed” by US export controls 11 and that demand estimates for generative AI “can be incorrect and create volatility in our revenue or supply levels” 12. This was a classic pattern: the better the numbers, the more carefully management hedged.
Graphics segment revenue increased by 61% in fiscal year 2022 compared to fiscal year 2021. We continue to benefit from strong demand for NVIDIA Ampere architecture products, and believe the increase in Gaming revenue during fiscal year 2022 resulted from a combination of factors, including: the ramp of new RTX 30 Series GPUs; the release of new games supporting ray tracing; the rising popularity of gaming, esports, content creation and streaming; the demand for new and upgraded
Gross margin for fiscal year 2023 declined from a year ago, driven by $2.17 billion of inventory charges largely relating to excess supply of NVIDIA Ampere architecture Gaming and Data Center products as compared to the demand expectations for these products, particularly for the expected demand in China.
FY2025 saw revenue double again to $130.5B, with operating income of $81.5B and operating cash flow of $64.1B [AUDITED FIGURES]. Gross margins reached 75.0% 13, and management introduced a new revenue driver, Ethernet for AI, including the Spectrum-X platform 14, signaling that the company was expanding beyond its InfiniBand stronghold. Yet the narrative also began to shift toward structural constraints. Management removed its detailed discussion of China Data Center revenue and export control impact, replacing it with a generic section header 15. This was a notable retreat from transparency on a topic that had dominated the FY2023 and FY2024 filings. The company also added a new risk factor: “The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure…is crucial” 16. The problem was no longer demand, but the physical capacity to meet it.
By FY2026, revenue reached $215.9B, operating income $130.4B, and operating cash flow $102.7B [AUDITED FIGURES]. The Compute & Networking segment alone generated $193.5B 17. Yet management’s language had become almost entirely defensive. The company disclosed $17.5B in private company investments, primarily in early-stage startups 18, a new and significant exposure to illiquid assets. It replaced its discussion of demand estimates with a detailed debt maturity schedule and commercial paper program 19, signaling a shift in focus from growth to capital structure. The export control risk language that had been prominent in FY2024 and FY2025 was replaced by a discussion of the One Big Beautiful Bill Act tax law changes 20, and the company disclosed $4.0B in unrecognized tax benefits under IRS examination 21. The narrative had come full circle: from a company explaining a demand collapse in FY2023 to a company explaining how it would manage the consequences of its own success in FY2026.
21 sources cited in this chapter verbatim filing text, both years
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1 MD&A (7) FY2022 → FY2023
Replaced a segment revenue growth discussion with a detailed explanation of gross margin decline driven by inventory charges.
FY2022Graphics segment revenue increased by 61% in fiscal year 2022 compared to fiscal year 2021. We continue to benefit from strong demand for NVIDIA Ampere architecture products, and believe the increase in Gaming revenue during fiscal year 2022 resulted from a combination of factors, including: the ramp of new RTX 30 Series GPUs; the release of new games supporting ray tracing; the rising popularity of gaming, esports, content creation and streaming; the demand for new and upgradedFY2023Gross margin for fiscal year 2023 declined from a year ago, driven by $2.17 billion of inventory charges largely relating to excess supply of NVIDIA Ampere architecture Gaming and Data Center products as compared to the demand expectations for these products, particularly for the expected demand in China.NVDA-item7_mdna-FY2022-FY2023-017 -
2 MD&A (7) FY2022 → FY2023
Cash position decreased and operating cash flow direction reversed from increase to decrease due to lower net income.
FY2022As of January 30, 2022, we had $21.21 billion in cash, cash equivalents and marketable securities, an increase of $9.65 billion from the end of fiscal year 2021.FY2023As of January 29, 2023, we had $13.30 billion in cash, cash equivalents and marketable securities, a decrease of $7.91 billion from the end of fiscal year 2022.NVDA-item7_mdna-FY2022-FY2023-006 -
3 MD&A (7) FY2022 → FY2023
Changed from discussing long manufacturing lead times and demand estimation to describing significant growth in supply and inventory provisions.
FY2022Our manufacturing lead times are very long and in some cases, extend to be twelve months or longer, which requires us to make estimates of customers’ future demand.FY2023Our supply, which includes inventory on hand, purchase obligations and prepaid supply agreements, has grown significantly due to current supply chain conditions, complexity of our products, and recent reductions in demand.NVDA-item7_mdna-FY2022-FY2023-020 -
4 MD&A (7) FY2022 → FY2023
Inventory provision impact discussion expanded to include detailed list of situations causing excess or obsolete inventory.
FY2022The overall net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 0.9% in fiscal year 2022 and insignificant in fiscal year 2021.FY2023Situations 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, inventory obsolescence because of changing technology and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand due to unexpected end use cases, failure to estimate customer demandNVDA-item7_mdna-FY2022-FY2023-013 -
5 MD&A (7) FY2022 → FY2023
Revenue recognition policy expanded from product sales to include multiple revenue streams and a five-step model.
FY2022Revenue 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.FY2023We derive our revenue from product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services. 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 aNVDA-item7_mdna-FY2022-FY2023-010 -
6 MD&A (7) FY2022 → FY2023
Replaced Automotive platform design win details with new enterprise AI cloud services and multi-year cloud service agreements.
FY2022In our Automotive platform, we unveiled the NVIDIA DRIVE Atlan next-generation SOC; announced design wins with Mercedes-Benz for the AI cockpit in its new EQS sedan; with Volvo Cars for the autonomous driving computer in its next-generation cars, beginning with the XC90 in 2022; with energy vehicles from R-Auto, IM Motors, NIO, Faraday Future, VinFast and Xpeng; with robotaxis including Cruise, Amazon Zoox, Pony.ai and AutoX; with autonomous trucking companies Embark, Kodiak Robotics and Plus;FY2023We will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models. NVIDIA has partnered with leading cloud service providers to host these services in their data centers.NVDA-item7_mdna-FY2022-FY2023-024 -
7 MD&A (7) FY2022 → FY2023
Updated market order listing (Data Center now first) and changed revenue comparison from growth to flat year-over-year.
FY2022Our platforms address four large markets where our expertise is critical: Gaming, Data Center, Professional Visualization, and Automotive.FY2023Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive.NVDA-item7_mdna-FY2022-FY2023-019 -
8 MD&A (7) FY2023 → FY2024
Shifted from discussing supply chain challenges and inventory provisions to describing demand surge and increased supply capacity investments.
FY2023Our supply, which includes inventory on hand, purchase obligations and prepaid supply agreements, has grown significantly due to current supply chain conditions, complexity of our products, and recent reductions in demand.FY2024Demand for our data center systems and products surged in fiscal year 2024. Entering fiscal year 2025, we are gathering customer demand indications across several product transitions. We have demand visibility for our new data center products ramping later in fiscal year 2025. We have increased our supply and capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements.NVDA-item7_mdna-FY2023-FY2024-017 -
9 MD&A (7) FY2023 → FY2024
Updated operating expenses discussion to fiscal 2024, adding gross margin analysis and new year-over-year comparison.
FY2023Research and development expenses | $ | 7,339 | | | $ | 5,268 | | | $ | 2,071 | | | 39 | %FY2024Our overall gross margin increased to 72.7% in fiscal year 2024 from 56.9% in fiscal year 2023.NVDA-item7_mdna-FY2023-FY2024-009 -
10 MD&A (7) FY2023 → FY2024
Compute & Networking segment growth driver changed from hyperscale customers and CSP agreements to Data Center revenue with specific GPU and networking product details.
FY2023The year-on-year increase was led by growth from hyperscale customers and also reflects purchases made by several CSP partners to support multi-year cloud service agreements for our new NVIDIA AI cloud service offerings and our research and development activities.FY2024The year-on-year increase was due to higher Data Center revenue. Compute grew 266% due to higher shipments of the NVIDIA Hopper GPU computing platform for the training and inference of LLMs, recommendation engines and generative AI applications. Networking was up 133% due to higher shipments of InfiniBand.NVDA-item7_mdna-FY2023-FY2024-015 -
11 MD&A (7) FY2023 → FY2024
Added risk language about US export controls harming competitive position
FY2023–FY2024Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG’s export controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financialNVDA-item7_mdna-FY2023-FY2024-026 -
12 MD&A (7) FY2023 → FY2024
Changed from describing cloud service offerings and partnerships to highlighting risks of demand estimation errors for new use cases like generative AI.
FY2023We will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models.FY2024Our demand estimates for new use cases, applications, and services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies, such as generative AI models, have emerged, andNVDA-item7_mdna-FY2023-FY2024-016 -
13 MD&A (7) FY2024 → FY2025
Updated gross margin figures and added detailed R&D expense table with fiscal year 2025 data.
FY2024Our overall gross margin increased to 72.7% in fiscal year 2024 from 56.9% in fiscal year 2023.FY2025Gross margins increased to 75.0% in fiscal year 2025 from 72.7% in fiscal year 2024.NVDA-item7_mdna-FY2024-FY2025-003 -
14 MD&A (7) FY2024 → FY2025
Updated Compute & Networking revenue growth drivers, adding Ethernet for AI revenue and Spectrum-X platform.
FY2024Networking was up 133% due to higher shipments of InfiniBand.FY2025Revenue from Data Center networking grew 51% driven by Ethernet for AI revenue, which includes Spectrum-X end-to-end ethernet platform.NVDA-item7_mdna-FY2024-FY2025-004 -
15 MD&A (7) FY2025 → FY2026
Removed detailed discussion of China Data Center revenue and export control impact, replaced with a section header.
FY2025Our Data Center revenue in China grew in fiscal year 2025. As a percentage of total Data Center revenue, it remains well below levels seen prior to the onset of export controls in October 2023.FY2026Fiscal Year 2026 SummaryNVDA-item7_mdna-FY2025-FY2026-023 -
16 MD&A (7) FY2025 → FY2026
Replaced discussion of product transition complexity with risk factors about data center, energy, and capital availability.
FY2025Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support new products.FY2026The 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.NVDA-item7_mdna-FY2025-FY2026-015 -
17 MD&A (7) FY2025 → FY2026
Updated revenue figures for fiscal year 2026, showing significant growth in both segments.
FY2025Compute & Networking | $ | 116,193 | | | $ | 47,405 | | | $ | 68,788 | | | 145 | % Graphics | 14,304 | | | 13,517 | | | 787 | | | 6 | % Total | $ | 130,497 | | | $ | 60,922 | | | $ | 69,575 | | | 114 | %FY2026Compute & Networking | $ | 193,479 | | | $ | 116,193 | | | $ | 77,286 | | | 67 | % Graphics | 22,459 | | | 14,304 | | | 8,155 | | | 57 | % Total | $ | 215,938 | | | $ | 130,497 | | | $ | 85,441 | | | 65 | %NVDA-item7_mdna-FY2025-FY2026-002 -
18 MD&A (7) FY2025 → FY2026
Replaced macroeconomic risk discussion with disclosure of $17.5 billion in private company investments and associated risks.
FY2025Macroeconomic factors, including 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.FY2026We invested $17.5 billion in private companies and infrastructure funds, primarily to support early‑stage startups.NVDA-item7_mdna-FY2025-FY2026-016 -
19 MD&A (7) FY2025 → FY2026
Replaced discussion of demand estimates and supply increases with debt maturity schedule and commercial paper program details.
FY2025Demand estimates for our products, applications, and services can be incorrect and create volatility in our revenue or supply levels.FY2026Our aggregate debt maturities as of January 25, 2026, by year payable, are as follows:NVDA-item7_mdna-FY2025-FY2026-021 -
20 MD&A (7) FY2025 → FY2026
Replaced discussion of export control risks with discussion of the One Big Beautiful Bill Act tax law changes.
FY2025Our competitive position has been harmed by the existing export controls, and our competitive position and future results may be further harmedFY2026In 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.NVDA-item7_mdna-FY2025-FY2026-022 -
21 MD&A (7) FY2025 → FY2026
Replaced discussion of potential valuation allowance release with disclosure of unrecognized tax benefits and IRS examination.
FY2025Given our current and possible future earnings, we believe that we may release the valuation allowance associated with certain state deferred tax assets in the near termFY2026Unrecognized 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.NVDA-item7_mdna-FY2025-FY2026-020
Legal & Regulatory
Proceedings, settlements, and regulatory exposure
Over the five-year period from FY2022 to FY2026, NVIDIA’s legal and regulatory disclosures in its 10-K filings underwent a notable shift in one specific area: the transparency of insider trading arrangements under Rule 10b5-1. No litigation, settlements, or government enforcement actions appear in the evidence; instead, the company voluntarily expanded its disclosure of director and officer trading plans as its financial scale exploded. This evolution tracks directly with the company’s meteoric growth, revenue rose from $26.9B in FY2022 to $215.9B in FY2026, net income from $9.8B to $120.1B, and suggests that NVIDIA’s governance disclosures hardened in step with its market prominence.
The first material change appeared in the FY2024 filing, covering the transition from FY2023. Where the prior year’s “Other Information” section had simply stated “None.” regarding Rule 10b5-1 trading arrangements, the FY2024 filing disclosed that director John O. Dabiri had adopted a trading plan on December 18, 2023, covering the sale of an estimated 553 shares through December 2, 2024 1. This was a binary shift: from zero disclosure to a specific, named insider plan. The timing is instructive. FY2023 had been a difficult year, revenue grew only 0.2% to $27.0B, operating income fell 57.9% to $4.2B, and net income dropped 55.2% to $4.4B. By FY2024, however, revenue had surged 125.8% to $60.9B and net income had rebounded 581.3% to $29.8B. As the company’s valuation and public profile rose, the board apparently judged that even a small insider trading plan merited explicit disclosure.
None.
On December 18, 2023 , John O. Dabiri , a member of our Board of Director s, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024.
The FY2025 filing, covering the year ended January 2025, deepened this trend dramatically. The Dabiri plan was updated with a new adoption date of September 27, 2024, an expiration of March 31, 2026, and a revised share estimate based on the January 24, 2025 closing price 2. More significantly, the company added a new introductory paragraph stating that “the following members of our Board of Directors and/or officers adopted, modified or terminated a trading arrangement” under Rule 10b5-1 3. This broadened the disclosure from a single director to a potentially larger group. The filing also included a table detailing director Aarti Shah’s termination of a trading arrangement on November 25, 2024, covering 29,000 shares 4. The inclusion of a termination, not just an adoption, signals that NVIDIA was now tracking the full lifecycle of insider plans, not merely their initiation.
This expansion of insider trading disclosure occurred against a backdrop of continued explosive growth. FY2025 revenue reached $130.5B, up 114.2%, and net income hit $72.9B, up 144.9%. Operating cash flow more than doubled to $64.1B. As NVIDIA’s market capitalization swelled, the potential for insider trading scrutiny increased proportionally. The company’s decision to move from a single director’s plan to a multi-insider framework, complete with termination data, suggests a deliberate effort to preempt regulatory or investor concerns about insider activity during a period of extraordinary stock price appreciation. The evidence does not indicate any enforcement action or shareholder lawsuit that prompted these changes; rather, the disclosures appear proactive.
(no equivalent language)
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:
By FY2026, with revenue at $215.9B and net income at $120.1B, the pattern established in FY2025 likely continued, though the evidence provided does not extend beyond that filing. The trajectory is clear: from a blank “None.” in FY2023 to a detailed, multi-person disclosure regime by FY2025. The absence of any other legal or regulatory changes, no settlements, no government investigations, no export control modifications, is itself a noteworthy finding. NVIDIA’s legal and regulatory exposure during this five-year period was dominated not by external actions but by internal governance transparency. The company chose to harden its prose on insider trading precisely as its financial metrics soared, a correlation that institutional investors should monitor. If the pattern holds, future filings may expand further to include additional insiders or more granular plan details, reflecting the heightened scrutiny that comes with being one of the world’s most valuable companies.
4 sources cited in this chapter verbatim filing text, both years
-
1 Other Information (9B) FY2023 → FY2024
Added disclosure of a director's adoption of a Rule 10b5-1 trading plan.
FY2023None.FY2024On December 18, 2023 , John O. Dabiri , a member of our Board of Director s, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024.NVDA-item9b_other-FY2023-FY2024-000 -
2 Other Information (9B) FY2024 → FY2025
Updated Rule 10b5-1 trading arrangement details for a director, including new adoption date, expiration, and share estimate.
FY2024On December 18, 2023 , John O. Dabiri , a member of our Board of Director s, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024.FY2025*The Rule 10b5-1 Trading Arrangement was adopted on September 27, 2024 for sales through March 31, 2026. No shares were sold under the plan prior to termination. **Estimated assuming our closing stock price as of January 24, 2025.NVDA-item9b_other-FY2024-FY2025-000 -
3 Other Information (9B) FY2024 → FY2025
Added a new introductory paragraph listing directors and officers who adopted, modified, or terminated Rule 10b5-1 trading arrangements.
FY2024–FY2025The 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:NVDA-item9b_other-FY2024-FY2025-001 -
4 Other Information (9B) FY2024 → FY2025
Added a table detailing a director's termination of a Rule 10b5-1 trading arrangement, including share count and date.
FY2024–FY2025Name | | Title of Director or Officer | | Action | | Date | | Total Shares of Common Stock to be Sold | | Expiration Date Aarti Shah | | Director | | Termination | | November 25, 2024 | | 29,000 * | | N/A Aarti Shah | | DirectorNVDA-item9b_other-FY2024-FY2025-002
What the Engine Found
The deterministic layer beneath every claim above
Section churn, year over year
Fraction of each section's text the engine classified as changed. High churn is not the same as high signal: Risk Factors churn every year; what matters is whether the change survives interpretation. 14 sections with fewer than 8 compared passages are omitted, since churn over one or two paragraphs is noise.
| Section | 2022→2023 | 2023→2024 | 2024→2025 | 2025→2026 |
|---|---|---|---|---|
| Balance Sheet | 1.00 | 1.00 | 1.00 | 1.00 |
| Cash Flow | 1.00 | 0.91 | 1.00 | 1.00 |
| Income Statement | 0.73 | 0.53 | 0.79 | 1.00 |
| Governance (10) | 0.00 | 0.00 | 1.00 | 1.00 |
| Cybersecurity (1C) | 0.00 | 0.00 | 1.00 | 0.47 |
| Market (5) | 1.00 | 1.00 | 1.00 | 1.00 |
| Market Risk (7A) | 0.61 | 1.00 | 1.00 | 0.49 |
| Other Information (9B) | 1.00 | 1.00 | 1.00 | 0.79 |
| MD&A (7) | 1.00 | 0.91 | 0.78 | 0.87 |
| Controls (9A) | 0.00 | 0.46 | 0.98 | 0.42 |
| Exhibits (15) | 0.83 | 0.83 | 0.64 | 0.76 |
| Business (1) | 0.70 | 0.68 | 0.38 | 0.47 |
| Summary (16) | 0.64 | 0.00 | 0.65 | 0.00 |
| Risk Factors (1A) | 0.61 | 0.57 | 0.47 | 0.46 |
137 interpretations failed verbatim-quote validation and were excluded from the narrative entirely.
Methodology
How this report was produced
This report is generated by a nine-stage pipeline over 5 consecutive 10-K filings retrieved directly from the SEC's EDGAR system. The raw filings are the single source of truth; nothing in this document is sourced from news, analyst commentary, or the language model's own knowledge of NVIDIA Corporation.
Parsing and anchoring. Each filing is parsed into sections and labelled with a stable anchor drawn from a fixed vocabulary: item1a_risk, item7_mdna, income_statement, and so on. Anchors matter because 10-K item numbering drifts between years and between filers: a section that is Item 7 in one year may sit at a different offset in the next. Anchoring gives every year a shared coordinate system. Coverage is asserted at ingest; if the critical anchors fail to resolve, the pipeline raises rather than silently producing a misaligned comparison.
Alignment. Sections are matched across years by anchor equality. Within each matched section, the text is split into paragraphs and every paragraph is embedded with a sentence-transformer model. Paragraphs are then aligned by cosine similarity, which tolerates the reordering, merging, and splitting that occurs between filings. Paragraphs with no counterpart above the similarity floor are recorded as additions or removals rather than forced into a spurious match.
Detection is deterministic. This is the load-bearing claim of the whole system. The language model never finds a change. Classification into unchanged, minor revision, and major revision is a function of cosine similarity against thresholds tuned on a hand-labelled sample. The thresholds are set for high recall deliberately: it is better to over-flag and let interpretation discard boilerplate than to miss a real change that never reaches a human.
The numeric guard. Cosine similarity has a specific blind spot: it is nearly insensitive to value-only changes. A sentence reporting revenue of $100 million and the same sentence reporting $489 million score above 0.99 and would be classified unchanged. A separate deterministic guard runs only over records the classifier called unchanged, extracts numbers from both years, and upgrades any record showing a material move. Where the section has audited XBRL backing, the guard corroborates against the filed financial tags. In this report the guard surfaced 291 changes that similarity alone would have discarded.
Interpretation is generative, and constrained. Only pre-verified change pairs are sent to a language model, and only to explain them. For each pair the model returns a summary, a materiality judgement, and short quotes evidencing the change. Every quote is then checked to be a literal substring of the filing text it claims to come from. A quote that fails is retried once; if it fails again the record is marked unvalidated and excluded from this report's prose. That check is what makes the citations in the chapters above trustworthy rather than plausible.
Composition. Chapter narratives are written from the surviving material and notable interpretations only, grouped by 10-K section. The writer sees the verified summaries, verbatim quote pairs, and the audited XBRL series, nothing else, and cites each claim back to a specific change record. Citations naming a record that does not exist are dropped before rendering, so the evidence drawer beneath each chapter can only contain real, quote-validated changes.
Financial figures. Every number in the Financial Performance tables comes from XBRL company facts as filed with the SEC, keyed by concept tag and fiscal year, preferring annual 10-K entries. No figure is extracted from prose or produced by the language model.
Limitations. Materiality is a model judgement and will not always match yours. High-recall thresholds mean the flagged count far exceeds the genuinely interesting count. Anchor-based alignment can misbehave if a filer restructures a section substantially between years. And the report describes what changed in the filing: a company that stops disclosing something produces a removal, which is not the same as the underlying fact having gone away.