NVIDIA CORP - Annual Report: 2025 (Form 10-K)

RSUs, PSUs and Market-based PSUsAwards granted Estimated total grant-date fair value$ $ $ Weighted average grant-date fair value per share$ $ $ ESPPShares purchased Weighted average price per share$ $ $ Weighted average grant-date fair value per share$ $ $

As of January 26, 2025, aggregate unearned stock-based compensation expense was $ billion, which is expected to be recognized over a weighted average period of years for RSUs, PSUs, and market-based PSUs, and for ESPP.

Risk-free interest rate

%-%

Volatility

%-%

Dividend yield

For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSUs, PSUs, and market-based PSUs are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.

Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

Equity Incentive Program

We grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.

Amended and Restated 2007 Equity Incentive Plan

In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. We grant RSUs, PSUs and market-based PSUs under the 2007 Plan. As of January 26, 2025, up to million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and billion shares were available for future grants.

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, subject to continued service and performance conditions. Market-based PSUs vest on the third anniversary of the date of grant subject to market conditions. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

Amended and Restated 2012 Employee Stock Purchase Plan

In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.

Employees who participate in the 2012 Plan may have up to % of their earnings withheld to purchase shares of common stock. Starting in March 2025, employees may have up to % of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about months, divided into purchase periods of . The price of common stock purchased under our 2012 Plan will be equal to % of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 26, 2025, we had billion shares reserved for future issuance under the 2012 Plan.

Equity Award Activity

$ Granted $ Vested()$ Canceled and forfeited()$

Balance as of Jan 26, 2025

Vested and expected to vest after Jan 26, 2025

As of January 26, 2025 and January 28, 2024, there were billion and billion shares, respectively, of common stock available for future grants under our equity incentive plans.

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 26, 2025, January 28, 2024, and January 29, 2023, was $ billion, $ billion, and $ billion, respectively.

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Note 4 -

$ $ Denominator:Basic weighted average shares Dilutive impact of outstanding equity awards Diluted weighted average shares Net income per share:Basic (1)$ $ $ Diluted (2)$ $ $

Anti-dilutive equity awards excluded from diluted net income per share

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

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

Note 5 -

billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ billion and $ million, respectively. As of January 28, 2024, the total carrying amount of goodwill was $ billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ billion and $ million, respectively. Goodwill increased by $ million in fiscal year 2025 from acquisitions and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal years 2025, 2024, and 2023, we completed our annual qualitative impairment tests and concluded that goodwill was t impaired.

Note 6 -

$()$ $ $()$ Patents and licensed technology () () Total intangible assets$ $()$ $ $()$

Amortization expense associated with intangible assets for fiscal years 2025, 2024, and 2023 was $ million, $ million, and $ million, respectively.

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2027 2028 2029 2030 2031 and thereafter Total$

Note 7 -

$ $()$ $ $ Debt securities issued by the U.S. Treasury () Money market funds Debt securities issued by U.S. government agencies () Foreign government bonds Certificates of deposit Total debt securities with fair value adjustments recorded in other comprehensive income () Publicly-held equity securities (1) — Total$ $ $()$ $ $

(1) Fair value adjustments on publicly-held equity securities are recorded in net income. Beginning in the second quarter of fiscal year 2025, publicly-held equity securities from investments in non-affiliated entities included in other assets (long term) were classified in marketable securities on our Consolidated Balance Sheets.

Net unrealized gains on investments in publicly-held equity securities held at period end were $ million for fiscal year 2025. Net unrealized gains on investments in publicly-held equity securities held at period end were not significant for fiscal years 2024 and 2023.

Net realized gains on investments in publicly-held equity securities sold were $ million for fiscal year 2025, reflecting the difference between the sale proceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later. Realized gains and losses on investments in publicly-held equity securities sold during fiscal years 2024 and 2023 were not significant.

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$ $()$ $ $ Debt securities issued by the U.S. Treasury () Money market funds Debt securities issued by U.S. government agencies () Certificates of deposit Foreign government bonds Total debt securities with fair value changes recorded in other comprehensive income$ $ $()$ $ $ $()$ $ $ $()Corporate debt securities () ()Debt securities issued by U.S. government agencies () ()Total$ $()$ $ $ $()

Jan 28, 2024

Less than 12 Months

12 Months or Greater

Total

Estimated Fair Value

Gross Unrealized Loss

Estimated Fair Value

Gross Unrealized Loss

Estimated Fair Value

Gross Unrealized Loss

(In millions)

Debt securities issued by the U.S. Treasury

()

Corporate debt securities

()

Debt securities issued by U.S. government agencies

()

Total

()

Gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates.

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$ $ $ Due in 1 - 5 years Total$ $ $ $

Note 8 -

$ Publicly-held equity securitiesLevel 1$ $ Corporate debt securitiesLevel 2$ $ Debt securities issued by the U.S. TreasuryLevel 2$ $ Debt securities issued by U.S. government agenciesLevel 2$ $ Foreign government bondsLevel 2$ $ Certificates of depositLevel 2$ $ Other assets:Publicly-held equity securitiesLevel 1$ $ Liabilities (1)

% Notes Due 2024

Level 2$ $

% Notes Due 2026

Level 2$ $

% Notes Due 2028

Level 2$ $

% Notes Due 2030

Level 2$ $

% Notes Due 2031

Level 2$ $

% Notes Due 2040

Level 2$ $

% Notes Due 2050

Level 2$ $

% Notes Due 2060

Level 2$ $

(1) Liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.

Non-marketable Equity Securities

Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets and valued under the measurement alternative. Gains and losses on these investments, realized and unrealized, are recognized in Other income (expense), net on our Consolidated Statements of Income.

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$ Adjustments related to non-marketable equity securities:Net additions Unrealized gains Impairments and unrealized losses()()Balance at end of period$ $

Non-marketable equity securities had cumulative gross unrealized gains of $ billion and $ million, and cumulative gross unrealized losses and impairments of $ million and $ million on securities held as of January 26, 2025 and January 28, 2024, respectively.

In the fourth quarter of fiscal year 2025, one of our private company investments completed a secondary equity transaction that resulted in an unrealized gain of $ million.

Note 9 -

% and % of our accounts receivable balance as of January 26, 2025. Two direct customers accounted for % and % of our accounts receivable balance as of January 28, 2024. $ Work in process Finished goods Total inventories (1)$ $

(1) In fiscal years 2025 and 2024, we recorded an inventory provision of $ billion and $ million, respectively, in cost of revenue.

$ (A)Buildings, leasehold improvements, and furniture (B)Equipment, compute hardware, and software

Construction in process (C)Total property and equipment, gross Accumulated depreciation and amortization()() Total property and equipment, net$ $

(A)Land is a non-depreciable asset.

(B)The estimated useful lives of our buildings are up to . Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.

(C)Construction in process represents assets that are not available for their intended use as of the balance sheet date.

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billion, $ million, and $ million, respectively.

Accumulated amortization of leasehold improvements and finance leases was $ million and $ million as of January 26, 2025 and January 28, 2024, respectively.

Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2025, 2024, and 2023 were $ million, $ million, and $ million, respectively.

$ Prepaid supply and capacity agreements (1) Income tax receivable Prepaid royalties Other Total other assets$ $

(1)Prepaid supply and capacity agreements of $ billion and $ billion were included in Prepaid expenses and other current assets as of January 26, 2025 and January 28, 2024, respectively.

$ Excess inventory purchase obligations (1) Product warranty and return provisions Taxes payable Accrued payroll and related expenses Deferred revenue (2) Operating leases Licenses and royalties Unsettled share repurchases Other Total accrued and other current liabilities$ $

(1)In fiscal years 2025 and 2024, we recorded an expense of approximately $ billion and $ billion, respectively, in cost of revenue.

(2)Includes customer advances and unearned revenue related to hardware support, software support, cloud services, and license and development arrangements. The balance as of January 26, 2025 and January 28, 2024 included $ million and $ million of customer advances, respectively.

$ Deferred revenue (2) Deferred income tax Licenses payable Other Total other long-term liabilities$ $

(1)Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties.

(2)Includes unearned revenue related to hardware support, software support and cloud services.

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$ Deferred revenue additions (1) Revenue recognized (2)()()Balance at end of period$ $

(1) Deferred revenue additions includes $ billion and $ million related to customer advances for fiscal years 2025 and 2024, respectively.

(2) Revenue recognized includes $ billion and $ million related to customer advances for fiscal years 2025 and 2024, respectively.

We recognized revenue of $ million and $ million in fiscal years 2025 and 2024, respectively, that were included in the prior year end deferred revenue balance.

As of January 26, 2025, revenue related to remaining performance obligations from contracts greater than one year in length was $ billion, which includes $ billion from deferred revenue and $ million which has not yet been billed nor recognized as revenue. Approximately % of revenue from contracts greater than one year in length will be recognized over the next .

Note 10 -

$ Not designated as accounting hedges$ $

The unrealized gains and losses or fair value of our foreign currency contracts were not significant as of January 26, 2025 and January 28, 2024.

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

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Note 11 -

% Notes Due 2024 (1)—%$ $

% Notes Due 2026

% Notes Due 2028

% Notes Due 2030

% Notes Due 2031

% Notes Due 2040

% Notes Due 2050

% Notes Due 2060

% Unamortized debt discount and issuance costs ()()Net carrying amount Less short-term portion ()Total long-term portion$ $

(1) In fiscal year 2025, we repaid the % Notes Due 2024.

Our notes are unsecured senior obligations. Existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium. The maturity of the notes is calendar year.

As of January 26, 2025, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.

Commercial Paper

We have a $ million commercial paper program to support general corporate purposes. As of January 26, 2025, we had commercial paper outstanding.

Note 12 -

billion, an increase from the prior year led by commitments, capacity and components for new product introductions, including our new Blackwell architecture. We enter into agreements with contract manufacturers that allow them to procure inventory based upon our defined criteria, and in certain instances, these agreements are cancellable, able to be rescheduled, or adjustable for our business needs prior to placing firm orders. Though, changes to these agreements may result in additional costs. Other non-inventory purchase obligations were $ billion, including $ billion of multi-year cloud service agreements. We expect our cloud service agreements to primarily be used to support our research and development efforts, as well as our DGX Cloud offerings.

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2027 2028 2029 2030 2031 and thereafter Total$

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $ billion and $ million as of January 26, 2025 and January 28, 2024, respectively.

$ $ Additions Utilization()()()Balance at end of period$ $ $

In fiscal years 2025, 2024, and 2023 the additions in product warranty liabilities primarily related to Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications.

Litigation

Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s final disposition of the matter. NVIDIA filed a petition for a writ of certiorari on March 4, 2024. On June 17, 2024, the Supreme Court of the United States granted NVIDIA’s petition for a writ of certiorari. After briefing and argument, the Supreme

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days while the parties discuss next steps and ordered the parties to file a joint status report by March 7, 2025. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action.

Accounting for Loss Contingencies

As of January 26, 2025, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while reasonably possible, are not probable. Further, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

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Note 13 -

$ $ State Foreign Total current Deferred income taxes:Federal()()()State()() Foreign Total deferred()()()Income tax expense (benefit)$ $ $() $ $ Foreign Income before income tax$ $ $

%$ %$ %Expense (benefit) resulting from:State income taxes, net of federal tax effect % % %Foreign-derived intangible income()()%()()%()()%Stock-based compensation()()%()()%()()%U.S. federal research and development tax credit()()%()()%()()%Foreign tax rate differential()()%()()%()()%Acquisition termination cost % % %

2/21/2024101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Extension Schema Document101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*XBRL Taxonomy Extension Definition Linkbase Document101.LAB*XBRL Taxonomy Extension Labels Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051

Item 16. Form 10-K Summary

Not Applicable.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2025.


NVIDIA Corporation
By:			/s/ Jen-Hsun Huang
			Jen-Hsun Huang
			President and Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ JEN-HSUN HUANG	President, Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2025
Jen-Hsun Huang
/s/ COLETTE M. KRESS	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 26, 2025
Colette M. Kress
/s/ DONALD ROBERTSON	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 26, 2025
Donald Robertson
/s/ ROBERT K. BURGESS	Director	February 26, 2025
Robert K. Burgess
/s/ TENCH COXE	Director	February 26, 2025
Tench Coxe
/s/ JOHN O. DABIRI	Director	February 26, 2025
John O. Dabiri
/s/ PERSIS S. DRELL	Director	February 26, 2025
Persis S. Drell
/s/ DAWN HUDSON	Director	February 26, 2025
Dawn Hudson
/s/ HARVEY C. JONES	Director	February 26, 2025
Harvey C. Jones
/s/ MELISSA B. LORA	Director	February 26, 2025
Melissa B. Lora
/s/ STEPHEN C. NEAL	Director	February 26, 2025
Stephen C. Neal
/s/ ELLEN OCHOA	Director	February 26, 2025
Ellen Ochoa
/s/ A. BROOKE SEAWELL	Director	February 26, 2025
A. Brooke Seawell
/s/ AARTI SHAH	Director	February 26, 2025
Aarti Shah
/s/ MARK A. STEVENS	Director	February 26, 2025
Mark A. Stevens

NVIDIA CORP - Annual Report: 2025 (Form 10-K)

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