NVDA · NVIDIA

Item 5.02 · Executive / director change

Definitive agreement to acquire Hugging Face for approximately $11.9B

• Total consideration to Hugging Face stockholders: approximately $11.9 billion.
• Up-to-$1.0B additional equity-based retention program for Hugging Face employees.
• NVIDIA commits to keep the Hugging Face platform open and supportive of other silicon vendors, consistent with existing practices.
• Expected to close in H1 2027, subject to regulatory approvals and customary closing conditions.
• Risk disclosure explicitly calls out potential government restrictions on open-source AI models as a factor that could impact the transaction's benefits.

Q2 FY27 10-Q · full detail behind the Aug 26 earnings print

• Reporting period ended July 26, 2026 — the same quarter as the paired Aug 26 8-K earnings release.
• Financial statements and MD&A back the headline Q2 numbers: revenue $96,221M; Data Center $89,023M (Hyperscale $48,710M, AI Clouds/Industrial/Enterprise $40,313M); Edge Computing $7,198M. Non-GAAP EPS ($2.22) appears only in the 8-K release.
• Read together with the 8-K to get: consolidated income statement + balance sheet + cash flow statement + risk-factor updates.
• Guarantee disclosure: maximum gross exposure $108.5B — $105.0B SB Energy Corp. guarantees signed August 2026 (OpenAI-leased PORTS campus) plus $3.5B land, power and shell guarantees for AI clouds.

Q2 FY27: revenue $96.2B (beat $91B guide); Q3 outlook $108B midpoint

• Total revenue vs. the outlook issued at the May 20 call. $91.0B$96.2B+$5.2B / +5.7%
• Data Center revenue $89.0B, +117% YoY — DC ~92.5% of total revenue ($89,023M of $96,221M).
• Non-GAAP EPS diluted $2.22; GAAP EPS $2.46; non-GAAP gross margin 75.0%.
• Q3 FY27 forward line established. — (new line)$108.0B ±2%midpoint
• Q3 non-GAAP gross margin guide 74.0% ±50 bps; non-GAAP opex tracking ~$9.0B.
• Vera Rubin platform "now in full production" — first appearance in NVIDIA's prepared earnings release.
• Outlook excludes any Data Center compute revenue from China — unchanged posture from Q1.
• Returned $26.0B via share repurchases and dividends in Q2. Next quarterly dividend $0.25/share payable October 1, 2026.

Residual value guaranties, capped at $105B, back SB Energy leases to OpenAI at PORTS campus in Pike County, OH

• Counterparty SB Energy Corp. and affiliates to develop the "PORTS Technology Campus" in Pike County, Ohio.
• Tenant is an affiliate of OpenAI Group PBC, which will deploy "NVIDIA's full-stack DSX AI factory platform".
• Capped aggregate payment obligation: $105 billion cumulative.
• Initial secured capacity: approximately 4.25 GW of IT load, with credit support for an additional ~3.8 GW at NVIDIA's sole discretion.
• Residual value guaranties disclosed under Item 2.03: NVIDIA pays a shortfall only on a Trigger Event (OpenAI insolvency causing a lease default, or OpenAI non-payment), and OpenAI has agreed to reimburse and indemnify NVIDIA for amounts paid. Obligations end at the earliest of the 20th anniversary of lease commencement, OpenAI terminating the lease per its terms, OpenAI achieving a satisfactory credit rating, or other customary events.
• Ready-for-service conditions expected beginning in 2028.

Nicholas Parker succeeds Ajay Puri as EVP Worldwide Field Operations

• Ajay K. Puri, 21-year NVIDIA veteran and EVP Worldwide Field Operations, retires and stays in a senior advisory role for transition.
• Successor Nicholas Parker (55) joins from Microsoft — most recently EVP and Chief Business Officer of Worldwide Sales & Solutions (26-year Microsoft tenure).
• Anticipated start date per filing: August 24, 2026.
• Compensation package: $1.0M base + $5.0M sign-on cash + $1.5M target variable + $35.0M initial RSU (4-year vest) + $5.0M multi-year performance RSU (3-year, TSR vs. S&P 500).

All 10 directors elected; stockholder simple-majority proposal passes

• Jen-Hsun Huang led the director slate with 16.65B votes for / 166M against.
• Say-on-Pay approved: 15.71B for / 1.07B against.
• PricewaterhouseCoopers LLP ratified as auditor: 18.61B for / 1.03B against.
• Non-binding stockholder proposal to replace supermajority voting provisions with a simple-majority standard approved (Board had recommended AGAINST): 14.59B for / 2.21B against.
• Three other stockholder proposals rejected (for as % of for + against) — faith-based community resource groups report (0.9%), civil-rights / DEI report (0.6%), report on GHG emissions from use of sold products (17.6%).

$25B seven-tranche senior-notes offering priced

• Tranches: $3.5B / 2028 @ 4.250% · $3.5B / 2029 @ 4.350% · $4.0B / 2031 @ 4.500% · $3.5B / 2033 @ 4.750%.
• Long-end: $4.0B / 2036 @ 4.950% · $3.0B / 2046 @ 5.550% · $3.5B / 2056 @ 5.625%.
• Lead book-runners: Goldman Sachs, J.P. Morgan Securities, Morgan Stanley.
• Trustee: Computershare Trust Company, N.A.
• Item 8.01 does not state a use of proceeds; the June 17 prospectus supplement estimates net proceeds of ~$24.9B for general corporate purposes, including repayment and refinancing of outstanding notes.

Q1 FY27 10-Q · full detail behind the May 20 earnings print

• Reporting period ended April 26, 2026.
• Paired with the May 20 earnings 8-K: revenue $81.6B, Data Center $75.2B (+92% YoY), non-GAAP EPS $1.87, non-GAAP GM 75.0% (GAAP 74.9%).
• 10-Q adds full income statement / balance sheet / cash flow, notes (incl. revenue recast into Hyperscale and AI Clouds/Industrial/Enterprise), and updated risk factors.

Q1 FY27: revenue $81.6B; Q2 outlook $91.0B midpoint

• Total revenue $81.6B; Data Center revenue $75.2B, +92% YoY.
• Non-GAAP EPS diluted $1.87; GAAP EPS $2.39; non-GAAP gross margin 75.0%.
• Q2 FY27 forward line established. — (new line)$91.0B ±2%midpoint
• Q2 non-GAAP gross margin guide 75.0% ±50 bps; non-GAAP opex tracking ~$8.3B.
• Outlook excludes any Data Center compute revenue from China — identical wording to the Q1 FY27 outlook in the Feb 25, 2026 Q4 FY26 release.
• Prepared remarks name Blackwell Ultra, Vera Rubin platform and Vera CPU.

Proxy statement

2026 proxy: 10 nominees; four shareholder proposals to reject

• 10 director nominees — Jensen Huang (63, non-independent) plus 9 independents; Stephen C. Neal serves as Lead Director.
• Board approves expanding to 11 directors — Suzanne Nora Johnson to join effective July 13, 2026.
• Proposal 2 (say-on-pay) — Board recommends FOR.
• Proposal 3 (PricewaterhouseCoopers LLP as FY27 auditor) — Board recommends FOR.
• Four shareholder proposals — Board recommends AGAINST all: simple-majority vote standard, faith-based community resource groups report, workforce civil-liberties report, Scope 3 GHG-emissions disclosure.
• Fiscal 2026 pay decisions: NEO cash compensation held constant vs Fiscal 2025; target equity opportunities increased for all NEOs; total target pay for non-CEO NEOs aligned at comparable levels.

Suzanne Nora Johnson appointed director; audit committee member

• Board expanded from 10 to 11 directors effective July 13, 2026.
• Ms. Nora Johnson to serve on the Audit Committee.
• Initial equity grant: $255,000 RSUs vesting semi-annually over three years.
• Annual retainer $85,000 (pro-rated from July 13, 2026); equity $255,000 annualized.

Scott Gawel succeeds Donald Robertson as Chief Accounting Officer

• Donald Robertson (VP and CAO) retires and moves to VP, Finance through July 1, 2026.
• Successor Scott Gawel (55) joins from Intel Corporation, where he was Corporate VP and Chief Accounting Officer from 2022 to 2026.
• Effective May 4, 2026.
• Compensation package: $800K base salary; two new-hire RSU grants totaling $12.875M target value, approximately 4-year vest.

FY27 comp plan: Jensen target $4.0M (200% of base); other NEOs $1.5M each

• FY27 Variable Compensation Plan adopted March 2, 2026. Cash bonuses tied to FY27 revenue achievement.
• Jensen Huang, President & CEO — target opportunity. $3.0M (FY26 plan · 200% of base)$4.0M FY27+$1.0M / 200% of base
• Colette M. Kress, EVP & CFO: $1.5M target (150% of base); FY26 plan: $300K / 33%.
• Ajay K. Puri, EVP Worldwide Field Ops: $1.5M (150% of base); FY26 plan: $650K / 68%.
• Debora Shoquist, EVP Operations: $1.5M (150% of base); FY26 plan: $250K / 29%.
• Timothy S. Teter, EVP General Counsel: $1.5M (150% of base); FY26 plan: $250K / 29%.
• Participants must remain employed through payment date to receive awards.

FY26 10-K · complete audited financials for the record year

• Fiscal year ended January 25, 2026. FY26 revenue $215.9B (+65% YoY); GAAP diluted EPS $4.90 (non-GAAP $4.77 is in the paired 8-K, not the 10-K).
• Adds full audited income statement, balance sheet, cash-flow statement, risk factors, and expanded MD&A vs. the paired Q4 earnings 8-K.

Q4 FY26 revenue $68.1B; FY26 $215.9B (+65% YoY); Q1 FY27 outlook $78B

• Q4 FY26 revenue $68.1B, +73% YoY, +20% QoQ.
• Q4 Data Center revenue $62.3B, +75% YoY, +22% QoQ.
• FY26 full-year revenue $215.9B, +65% YoY.
• Q4 non-GAAP EPS diluted $1.62; GAAP EPS $1.76.
• FY26 non-GAAP EPS diluted $4.77; GAAP EPS $4.90.
• Q1 FY27 forward line established. — (new line)$78.0Bmidpoint
• Q1 FY27 non-GAAP gross margin guide 75.0%.
• H20 impact: $4.5B charge in Q1 FY26, $180M release in Q2 FY26, insignificant Q3–Q4.
• Unveiled the Rubin platform (six new chips), claimed to deliver up to a 10× reduction in inference token cost vs. Blackwell; AWS, Google Cloud, Microsoft Azure and Oracle Cloud Infrastructure to be among the first to deploy Vera Rubin-based instances.
• FY26 capital return: $41.1B via buybacks + dividends; $58.5B remaining authorization.

Board member Persis Drell resigns effective Jan 20, 2026

• Persis Drell — board member and Compensation Committee member — resigned effective January 20, 2026.
• Stated reason: "to pursue a new professional opportunity".
• Filing explicitly states no disagreements with the company's operations, policies or practices.
• No successor named in this filing; no compensation adjustments disclosed.

Q3 FY26 10-Q · detail behind Nov 19 print

• Reporting period ended October 26, 2025.
• Paired 8-K headline: revenue $57.0B (+62% YoY), DC $51.2B, non-GAAP EPS $1.30, GM 73.6%.
• 10-Q adds consolidated statements + segment tables + subsequent events.

Q3 FY26 revenue $57.0B (+62% YoY); Q4 outlook $65B

• Total revenue $57.0B, +22% QoQ and +62% YoY.
• Data Center revenue $51.2B, +25% QoQ and +66% YoY.
• Non-GAAP EPS diluted $1.30; GAAP EPS $1.30; non-GAAP gross margin 73.6%.
• Q4 FY26 forward line established. — (new line)$65.0B ±2%midpoint
• First nine months of FY26: $37.0B returned to shareholders via buybacks and dividends.
• $62.2B remaining share repurchase authorization at quarter-end.
• H20 sales and net H20 charges were both insignificant in Q3, versus the $4.5B H20 charge in Q1 FY26.
• Anthropic to adopt 1 GW of compute on Grace Blackwell and Vera Rubin systems; Oracle to build DOE's Solstice supercomputer with 100,000 Blackwell GPUs; Blackwell Ultra set MLPerf Inference v5.1 records.

Q2 FY26 10-Q · detail behind Aug 27 print

• Reporting period ended July 27, 2025.
• Paired 8-K: revenue $46.7B, DC $41.1B, non-GAAP EPS $1.05, GM 72.7%; no H20 China sales in the quarter under the April 2025 license rule; $60B new buyback authorised.

Q2 FY26 revenue $46.7B; new $60B buyback authorization

• Total revenue $46.7B, +6% QoQ and +56% YoY.
• Data Center revenue $41.1B, +5% QoQ and +56% YoY.
• Non-GAAP EPS diluted $1.05; GAAP EPS $1.08; non-GAAP gross margin 72.7%.
• Q3 FY26 forward line established. — (new line)$54.0B ±2%midpoint
• No H20 sales to China-based customers in Q2 under the April 2025 US license requirement.
• $180M inventory release from restricted H20 reserves; $650M unrestricted H20 sales to a non-China customer.
• H1 FY26 capital returned: $24.3B via repurchases and dividends.
• Board approves incremental buyback authorization. prior remaining authorization+$60.0B addedno expiration
• Blackwell Ultra production ramping at full speed.

Ellen Ochoa resigns effective Jul 31, 2025 — 8 months after Nov 2024 appointment

• Dr. Ellen Ochoa resigned from the Board effective immediately on July 31, 2025.
• Also resigned from the Nominating and Corporate Governance Committee.
• Stated reason: "personal reasons" — filing notes no disagreements with company operations, policies or practices.
• Short tenure: appointed November 7, 2024 and departed July 31, 2025 — under nine months.
• No compensation disclosure in this filing; no successor named.

All 13 directors elected; charter amendment to remove supermajority provisions fails; three shareholder proposals rejected

• 13-member board, all elected. Melissa B. Lora led with 16.1B for / 58.2M against; Aarti Shah trailed with 14.96B for / 1.21B against.
• Jen-Hsun Huang re-elected: 15.93B for / 247.1M against.
• Say-on-Pay approved: 14.81B for / 1.32B against / 65.7M abstain.
• PricewaterhouseCoopers LLP ratified: 18.45B for / 925.8M against.
• Charter amendment to remove all supermajority provisions not approved: 16.02B for / 152.6M against, short of the required 66-2/3% of outstanding shares.
• Shareholder proposals rejected — eliminate holding period for special meetings (1.1B for / 15.05B against); director-election resignation policy (2.87B for / 13.25B against); workforce data reporting (2.91B for / 13.09B against).

Q1 FY26 10-Q · full detail behind the H20-shock print

• Reporting period ended April 27, 2025 — the quarter in which the H20 export license requirement (communicated April 9, disclosed April 15) took effect.
• Paired 8-K: revenue $44.1B, DC $39.1B, non-GAAP EPS $0.81, non-GAAP gross margin compressed to 61.0% by the $4.5B H20 charge. Q2 outlook $45.0B.
• 10-Q gives the fuller income-statement view of the H20 write-down, working-capital effect and cash-flow impact.

Q1 FY26 revenue $44.1B despite $4.5B H20 charge; Q2 outlook $45B

• Total revenue $44.1B, +12% QoQ and +69% YoY.
• Data Center revenue $39.1B, +10% QoQ and +73% YoY.
• Non-GAAP EPS diluted $0.81; GAAP EPS $0.76.
• Non-GAAP gross margin compressed by H20 charge. 73.5% Q4 FY2561.0% Q1 FY26−1,250 bps (71.3% ex-H20 charge)
• H20 hit itemised in Q1 FY26. no charge$4.5B chargeexcess inventory + purchase obligations
• $2.5B of unshipped H20 revenue in Q1; Q2 outlook reflects ~$8.0B additional H20 revenue loss.
• Q2 FY26 forward line established. — (new line)$45.0Bmidpoint
• Blackwell Ultra and Dynamo (reasoning-inference platform) formally introduced; Blackwell cloud instances now available on AWS, Google Cloud, Azure and Oracle Cloud.

Proxy statement

2025 proxy: 13 nominees; charter amendment to remove supermajority provisions

• 13 director nominees — Jensen Huang plus 12 independents, including Ellen Ochoa in her first slate after November 2024 appointment.
• 5 women; 4 ethnically / racially diverse members on the slate.
• Proposal 4 (charter amendment) — Board recommends FOR: remove remaining supermajority voting provisions, clean up obsolete pre-split language, remove obsolete board declassification language. Requires 66-2/3% of outstanding shares.
• Three shareholder proposals — Board recommends AGAINST: remove one-year holding period for special meetings, director resignation policy for failed votes, workforce data by EEOC categories.
• Annual meeting held June 25, 2025 (virtual). Record date April 28, 2025. 24.39B shares outstanding.
• CEO compensation structure: >90% of Huang's target pay characterised as performance-based and at-risk.

US imposes H20 export license; up to ~$5.5B Q1 FY26 charges anticipated

• US government requires export license for H20 integrated circuits (and equivalents) to China, Hong Kong, Macau and D:5 countries.
• Company signals Q1 FY26 charge magnitude. no reserve priorup to ~$5.5BH20 inventory + purchase commitments + reserves
• Stated USG rationale: risk that covered products may be used in — or diverted to — a supercomputer in China.
• USG informed NVIDIA of the license requirement on April 9, 2025, and on April 14, 2025 that it would be in effect for the indefinite future.
• Products covered: H20 chips and any circuits with equivalent memory-bandwidth or interconnect specifications.

GTC 2025: Blackwell Ultra platform (GB300 NVL72) + Dynamo inference framework

• GB300 NVL72 connects 72 Blackwell Ultra GPUs and 36 Grace CPUs in a rack-scale design.
• Performance vs. prior generation. GB200 NVL72GB300 NVL72+1.5× AI performance
• HGX B300 NVL16 vs Hopper generation. Hopper H100 baselineHGX B300 NVL1611× inference / 7× compute / 4× memory
• GB300 NVL72 said to increase Blackwell's revenue opportunity by 50× for AI factories vs. Hopper-built ones.
• Availability from OEM/cloud partners starting H2 2025.
• NVIDIA Dynamo — open-source inference framework for reasoning models — introduced alongside.
• Partners named for Blackwell Ultra systems: AWS, Google Cloud, Microsoft Azure, Oracle Cloud, plus Cisco, Dell, HPE, Lenovo, Supermicro.

FY26 comp plan: Jensen $3.0M target (200% of base); other NEOs 29–68% of base

• FY26 Variable Compensation Plan adopted March 3, 2025. Cash bonuses tied to FY26 revenue achievement.
• Jen-Hsun Huang, CEO: $3.0M target (200% of base salary).
• Colette Kress, CFO: $300K (33% of base salary).
• Ajay Puri, EVP Field Ops: $650K (68% of base salary).
• Debora Shoquist, EVP Operations: $250K (29% of base salary).
• Timothy Teter, EVP General Counsel: $250K (29% of base salary).
• Same target amounts as FY25 plan — no bump despite record FY25 revenue. FY27 plan (adopted March 2026) then raises Kress + Puri + Shoquist + Teter to $1.5M each.

FY25 10-K · year the Blackwell ramp began

• Fiscal year ended January 26, 2025. FY25 revenue $130.5B (+114% YoY); non-GAAP EPS $2.99 (+130%).
• Adds full audited financials, risk factors, and expanded MD&A vs. the paired Q4 earnings 8-K.

Q4 FY25 $39.3B; FY25 $130.5B (+114%); Q1 FY26 outlook $43B

• Q4 FY25 revenue $39.3B, +12% QoQ and +78% YoY.
• Q4 Data Center revenue $35.6B, +16% QoQ and +93% YoY.
• FY25 full-year revenue $130.5B, +114% YoY.
• Q4 non-GAAP EPS diluted $0.89; GAAP EPS $0.89.
• FY25 non-GAAP EPS diluted $2.99 (+130% YoY); GAAP EPS $2.94 (+147% YoY).
• Q1 FY26 forward line established. — (new line)$43.0B ±2%midpoint
• Q1 FY26 non-GAAP gross margin guide 71.0% ±50 bps, versus 73.5% reported for Q4 FY25.
• Release states Blackwell achieved "billions of dollars in sales in its first quarter" with successful massive-scale production ramp.

Commerce Department publishes worldwide AI export controls

• "AI Diffusion" Interim Final Rule announced January 13, 2025; Federal Register publication January 15, 2025.
• Would impose a worldwide license requirement on all products under ECCNs 3A090.a and 4A090.a after a 120-day delayed compliance period, with compliance due May 15, 2025 unless modified.
• Products covered include A100, A800, H100, H200, H800, B100, B200, GB200, L4, L40S and RTX 6000 Ada.
• Separate "Due Diligence" rule published January 16, 2025 requires foundries and assembly houses to verify chip technical parameters. NVIDIA designated an "approved IC designer" and states no material China-operations impact expected from this piece.
• Implementation was contingent on the incoming administration not modifying or withdrawing the rule; in May 2025 the USG announced it would rescind the AI Diffusion IFR (per Q1 FY26 10-Q).

Q3 FY25 10-Q · detail behind Nov 20 print

• Reporting period ended October 27, 2024.
• Paired 8-K: revenue $35.1B (+94% YoY), DC $30.8B (+112% YoY), non-GAAP EPS $0.81, GM 75.0%; Blackwell 'in full production'.

Q3 FY25 revenue $35.1B (+94% YoY); Blackwell "in full production"

• Total revenue $35.1B, +17% QoQ and +94% YoY.
• Data Center revenue $30.8B, +17% QoQ and +112% YoY.
• Non-GAAP EPS diluted $0.81; GAAP EPS $0.78; non-GAAP gross margin 75.0%.
• Q4 FY25 forward line established. — (new line)$37.5Bmidpoint
• Q4 non-GAAP gross margin guide steps down materially. 75.0% Q373.5% Q4 guide−150 bps
• Blackwell debuted on MLPerf Training with up to 2.2× performance gains on large-language-model benchmarks.
• Partnerships: SoftBank building Japan's most powerful AI supercomputer on Blackwell; Foxconn building Taiwan's fastest AI supercomputer on Blackwell.
• YTD share repurchases $25.9B per the cash-flow statement (no explicit buyback authorisation update).

Ellen Ochoa joins board (12 → 13 directors); Nominating & Governance Committee

• Board expanded from 12 to 13 directors effective November 7, 2024.
• Dr. Ellen Ochoa expected to be appointed to the Nominating and Corporate Governance Committee.
• Initial equity grant: 1,848 restricted stock units, vesting semi-annually over three years.
• Pro-rated annual equity grant: 1,321 RSUs (vesting May 21, 2025).
• Pro-rated annual cash retainer: $53,800 (payable starting Nov 7, 2024).

Q2 FY25 10-Q · detail behind the $50B-buyback quarter

• Reporting period ended July 28, 2024.
• Paired 8-K: revenue $30.0B (+122% YoY), DC $26.3B (+154% YoY), non-GAAP EPS $0.68, GM 75.7%; new $50.0B buyback authorised.

Q2 FY25 $30.0B (+122% YoY); board approves $50B buyback

• Total revenue $30.0B, +15% QoQ and +122% YoY.
• Data Center revenue $26.3B, +16% QoQ and +154% YoY.
• Non-GAAP EPS diluted $0.68; GAAP EPS $0.67; non-GAAP gross margin 75.7%.
• Q3 FY25 forward line established. — (new line)$32.5Bmidpoint
• Q3 FY25 non-GAAP gross margin guide 75.0%.
• H1 FY25 capital return: $15.4B via repurchases + dividends.
• Board approves new share repurchase authorisation. $7.5B remaining at Q2 end+$50.0Bapproved Aug 26, 2024 · no expiration
• "Blackwell samples are shipping to our partners and customers." CFO commentary filed with the same 8-K discloses a Blackwell GPU mask change to improve production yield, with the production ramp scheduled to begin in Q4 FY25.

All 12 directors elected; simple-majority voting shareholder proposal passes

• 12-member board, all elected. Melissa B. Lora led with 1.652B for / 1.58M against; Jen-Hsun Huang re-elected 1.632B for / 22.47M against.
• Say-on-Pay approved: 1.527B for / 121.6M against.
• PricewaterhouseCoopers LLP ratified: 1.880B for / 67.6M against.
• Shareholder proposal to replace supermajority voting with simple majority passes. supermajority regimesimple-majority to advance1.467B for / 143.1M against

Item 5.03 · Amendments to bylaws or articles

Q1 FY25 10-Q · filed before the 10-for-1 split took effect (pro forma split table in subsequent events)

• Reporting period ended April 28, 2024. Filed May 29, 2024 — before the split's June 7 effective date — so reported per-share figures are pre-split; Note 15 (Subsequent Events) adds a pro forma post-split EPS table.
• Paired 8-K headline (as originally reported, pre-split EPS): revenue $26.0B, DC $22.6B (+427% YoY), non-GAAP EPS $6.12 pre-split ($0.612 post-split).

Q1 FY25 $26.0B (+262% YoY); 10-for-1 stock split announced

• Total revenue $26.0B, +18% QoQ and +262% YoY.
• Data Center revenue $22.6B, +427% YoY.
• Non-GAAP EPS diluted $6.12 (pre-split); GAAP EPS $5.98.
• Non-GAAP gross margin 78.9% — high-water mark before the Blackwell ramp compresses it.
• Q2 FY25 forward line established. — (new line)$28.0Bmidpoint
• Board approves 10-for-1 forward stock split. 1 share10 shareseffective Jun 7, 2024 (record Jun 6)
• Quarterly dividend raised 150% (pre-split) — post-split equivalent $0.01/share. $0.04 pre-split$0.10 pre-split+150%
• Blackwell platform "in full production" per CEO quote in the release.

Proxy statement

2024 proxy: 12 nominees (down from 14); simple-majority proposal on the ballot

• 12 director nominees — down from 14 as Mark L. Perry and Michael G. McCaffery step down.
• 11 independent directors; Jen-Hsun Huang the only non-independent as CEO.
• CEO comp structure: >90% performance-based and at-risk (target-level).
• Proposal 4 (shareholder-sponsored simple-majority voting) — Board makes NO voting recommendation, later passes at the June 26 annual meeting.
• Board recommends FOR the standard three items: director election, advisory say-on-pay, PwC as FY25 auditor.
• Meeting held June 26, 2024 (virtual).

GTC 2024: Blackwell platform launched — 208B transistors, GB200 NVL72

• Blackwell GPU architecture: 208 billion transistors per GPU — a materially larger die than Hopper H100's 80 billion.
• GB200 Grace Blackwell Superchip pairs two Blackwell GPUs with one Grace CPU.
• GB200 NVL72 rack-scale system inference vs. equivalent H100 count. H100 baselineGB200 NVL72+30× LLM inference
• Real-time trillion-parameter LLM inference cost/energy vs. prior generation. Hopper generationBlackwell platformup to 25× less cost + energy
• Fifth-generation NVLink at 1.8 TB/s bidirectional per GPU; supports up to 576 GPUs in one NVLink domain.
• Launch partners named: AWS, Google Cloud, Microsoft Azure, Oracle Cloud, Dell Technologies, Meta, OpenAI, Tesla, xAI — plus Cisco, HPE, Lenovo, Supermicro on the server side.
• Availability from partners later in 2024.

FY25 executive comp targets set; bylaws grant 15% holders special-meeting right

• Bylaws amendment (effective Mar 12, 2024): stockholders owning at least 15% of voting power for at least one year may call special meetings, subject to disclosure and timing requirements. Also conforms stockholder-list availability to updated Delaware law.
• FY25 Variable Compensation Plan (adopted Mar 8, 2024) — target cash bonuses tied to revenue performance:
• Jen-Hsun Huang, CEO: $3.00M target (200% of base salary).
• Colette M. Kress, CFO: $300K target (33% of base salary).
• Ajay K. Puri, EVP Field Ops: $650K (68% of base salary).
• Debora Shoquist, EVP Operations: $250K (29% of base).
• Timothy S. Teter, EVP General Counsel: $250K (29% of base).
• Item 5.02 addresses compensatory arrangements only — no executive departures or appointments.

FY24 10-K · the AI hockey-stick year

• Fiscal year ended January 28, 2024. FY24 revenue $60.9B (+126% YoY); non-GAAP EPS $12.96 pre-split.
• FY24 Data Center revenue rose 217% to a record $47.5B (per the paired Q4 FY24 release).

Q4 FY24 $22.1B (+265% YoY); FY24 $60.9B (+126%); Q1 FY25 outlook $24B

• Q4 FY24 revenue $22.1B, +22% QoQ and +265% YoY.
• Q4 Data Center revenue $18.4B, +27% QoQ and +409% YoY; FY24 Data Center revenue $47.5B (+217%).
• FY24 full-year revenue $60.9B, +126% YoY.
• Q4 non-GAAP EPS diluted $5.16 (pre-split); GAAP EPS $4.93.
• FY24 non-GAAP EPS diluted $12.96 (pre-split); GAAP EPS $11.93.
• Q1 FY25 forward line established. — (new line)$24.0Bmidpoint
• Q1 FY25 non-GAAP gross margin guide 77.0% ±50 bps.

Q3 FY24 10-Q · detail behind the $18.12B print

• Reporting period ended October 29, 2023.
• Paired 8-K: revenue $18.12B (+206% YoY), DC $14.51B (+279% YoY), non-GAAP EPS $4.02 pre-split, GM 75.0%; HGX H200 announced.

Q3 FY24 $18.12B (+206% YoY); HGX H200 announced

• Total revenue $18.12B, +34% QoQ and +206% YoY, versus the $16.00B ±2% outlook given in August 2023.
• Data Center revenue $14.51B, +41% QoQ and +279% YoY.
• Non-GAAP EPS diluted $4.02 (pre-split, +49% QoQ); GAAP EPS $3.71 (+50% QoQ).
• Non-GAAP gross margin 75.0%.
• Q4 FY24 forward line established. — (new line)$20.0Bmidpoint
• NVIDIA HGX H200 announced — first GPU with HBM3e memory. First shipments planned for Q2 CY2024.
• GH200 Grace Hopper Superchips powering 40+ new supercomputers globally; H100 broadly available across major cloud providers.

BIS licensing accelerated — effective immediately, not the 30-day window

• US Commerce Department Interim Final Rule dated October 18, 2023 accelerates the H100/A100/H800/A800/L40S licensing requirement.
• Effective date advanced from 30 days after publication to immediate. ~Nov 17, 2023Immediatecompressed timeline
• Rule targets "total processing performance" (TPP) of 4800 or above, designed / marketed for data-center use.
• Company reiterates the accelerated timing is not expected to have a near-term meaningful impact on financial results — citing global demand strength.
• No new license mechanism or approval timeline provided.

Oct 2023 BIS export controls: A100/A800/H100/H800/L40/L40S/RTX 4090 all covered

• New Commerce Department licensing requirement for advanced compute chip exports announced Oct 17, 2023.
• Products covered: A100, A800, H100, H800, L40, L40S, RTX 4090 plus DGX / HGX systems that incorporate these chips.
• Any future chip classified as ECCN 3A090 or 4A090 meeting the performance thresholds is also covered.
• Destinations covered: China plus Country Groups D1/D4/D5 — Saudi Arabia, UAE, Vietnam are called out (Israel excluded).
• Original effective date: 30 days after Federal Register publication (subsequently accelerated to immediate by Oct 24 filing).
• Company disclosure: "do not anticipate that the additional restrictions will have a near-term meaningful impact on our financial results" given global demand.
• Acknowledged operational risks: product roadmap timing, customer support, and possible relocation of operations from restricted geographies.

Q2 FY24 10-Q · full detail behind the AI mega-beat print

• Reporting period ended July 30, 2023. Paired with the Aug 23 8-K: revenue $13.51B (+101% YoY), DC $10.32B (+171% YoY), $25B new buyback authorization.

Q2 FY24: revenue $13.51B (+101% YoY); Q3 outlook $16B; $25B new buyback

• Total revenue $13.51B, +88% QoQ, +101% YoY, versus the $11.00B ±2% outlook given in May 2023.
• Data Center revenue explosion. $4.28B Q1 FY24$10.32B Q2 FY24+141% QoQ · +171% YoY
• Gaming revenue $2.49B, +11% QoQ, +22% YoY — the recovery arc off the crypto crash.
• GAAP EPS $2.48 (+854% YoY); Non-GAAP EPS $2.70 (+429% YoY).
• Non-GAAP gross margin 71.2%, up from 66.8% in Q1 FY24 and 45.9% a year earlier.
• Q3 FY24 forward line established. — (new line)$16.0Bmidpoint
• Q3 non-GAAP GM guide 72.5%.
• $25.0B additional buyback authorization approved (no expiration).

Melissa Lora joins board (13 → 14 directors); Audit Committee

• Board appointed Melissa Lora on July 24, 2023 and increased the board from thirteen to fourteen directors; she joins the Audit Committee.
• Initial grant of 587 RSUs (vesting ~semi-annually over three years), pro-rated annual grant of 590 RSUs, and pro-rated cash retainer of $77,250.

2023 AGM: full slate elected; say-on-pay approved by wide margin

• Annual meeting held June 22, 2023. All director nominees re-elected.
• Say-on-Pay advisory vote approved.
• PricewaterhouseCoopers LLP ratified as auditor for FY24.
• No stockholder proposals on the ballot; stockholders backed an annual say-on-pay frequency (1.66B votes for 1 year).

Q1 FY24 10-Q · detail behind the $11B guidance shock

• Reporting period ended April 30, 2023. Paired with the historic May 24 8-K: revenue $7.19B, DC $4.28B record, Q2 outlook $11.0B midpoint.

Q1 FY24: Q2 outlook $11B midpoint — the AI cycle's opening shot

• Total revenue $7.19B (+19% QoQ, -13% YoY — still in the crypto-crash recovery).
• Data Center revenue $4.28B, record quarter, +18% QoQ, +14% YoY.
• Gaming revenue $2.24B, +22% QoQ (recovery arc).
• Non-GAAP EPS $1.09; non-GAAP gross margin 66.8%.
• Q2 FY24 forward line established. $7.19B Q1 reported$11.00B Q2 outlook+53% QoQ midpoint
• Q2 non-GAAP GM guide 70.0% ±50 bps.
• Partnerships named to meet generative-AI demand: Google Cloud, AWS, Microsoft Azure, Oracle.

Proxy statement