NVDA

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At NVIDIA's June 24, 2026 Annual Meeting, stockholders elected all ten director nominees, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers as auditor for fiscal year ending January 2027, and passed a non-binding proposal to replace supermajority voting provisions with simple majority standards. Three activist stockholder proposals, covering faith-based community resource groups, DEI-related civil rights reporting, and Scope 3 GHG emissions disclosure from sold products, were each rejected by wide margins exceeding 90% of votes cast.

NVIDIA completed a $25 billion investment-grade debt offering on June 18, 2026, across seven tranches: $3.5B at 4.250% due 2028, $3.5B at 4.350% due 2029, $4.0B at 4.500% due 2031, $3.5B at 4.750% due 2033, $4.0B at 4.950% due 2036, $3.0B at 5.550% due 2046, and $3.5B at 5.625% due 2056, underwritten by Goldman Sachs, J.P. Morgan, and Morgan Stanley.

Revenue surged 85% YoY to $81.6B in Q1 FY2027, driven almost entirely by Compute & Networking (+88% to $74.6B) on the Blackwell systems ramp and continued demand for InfiniBand, Spectrum-X Ethernet, and NVLink interconnect solutions. Graphics contributed $7.1B (+58%), also powered by Blackwell architecture adoption. Customer concentration intensified, with three direct customers accounting for 21%, 17%, and 16% of revenue, all in Compute & Networking, while the US share of revenue jumped dramatically — international revenue fell from 42% to 22% of total, reflecting a shift in where hyperscaler and AI-infrastructure spend is booking. Gross margin expanded 1,440 bps to 74.9%, though the comparison is heavily distorted by the prior year's $4.5B H20 inventory charge; on a normalized basis, inventory provisions were $1.1B in the current quarter versus $5.3B a year ago, still creating a net 120 bps gross margin headwind. Compute & Networking segment operating income more than doubled to $53.3B (+142%), with the non-recurrence of that H20 charge amplifying the reported leverage. R&D spending rose 58% to $6.3B, driven by a 204% increase in engineering development materials and a 112% rise in compute/infrastructure costs, signaling aggressive investment in next-generation product introductions even as operating margin expanded to 65.6% from 49.0%. Below the operating line, total other income of $16.4B — versus $272M a year ago — was almost entirely non-cash, comprising $13.4B in unrealized gains on publicly-held equity securities and $2.6B on non-marketable equity securities; this inflated reported net income margin to 71.5% and pushed EBT margin to 85.7%, figures that are not repeatable from core operations. The effective tax rate ticked up to 16.6% from 14.3% as stock-based compensation benefits became a smaller offset against a much larger taxable income base. The core operating business is compounding at an extraordinary rate — "driven by the ramp of our Blackwell systems" — but investors should strip the investment gains to assess the underlying 65% operating margin trajectory, which itself reflects both pricing power and a favorable mix shift toward high-ASP networking and compute infrastructure.

NVIDIA reported Q1 fiscal 2027 earnings (quarter ended April 26, 2026) via press release and CFO commentary from Colette Kress, both furnished as exhibits 99.1 and 99.2.

NVIDIA's board appointed Suzanne Nora Johnson as a new independent director and Audit Committee member, effective July 13, 2026, expanding the board from ten to eleven members. Her compensation includes an initial RSU grant with a $255,000 target value vesting over three years, a pro-rated annual RSU grant at the same $255,000 annualized target, and an $85,000 annualized cash retainer.

NVIDIA's VP and Chief Accounting Officer Donald Robertson is retiring effective May 4, 2026, and will be replaced by Scott Gawel, formerly Corporate VP and CAO at Intel, who joins with an $800,000 base salary and $12.875 million in new-hire RSUs vesting over four years.

NVIDIA's Compensation Committee adopted the Variable Compensation Plan for Fiscal Year 2027 (ending January 31, 2027), setting cash bonus targets for named executive officers tied to FY2027 revenue goals — CEO Jensen Huang's target is $4M (200% of base salary) and the four EVPs each have a $1.5M target (150% of base salary), with threshold, base, and stretch achievement levels established.

Revenue surged 65% to $215.9B in fiscal year 2026, driven almost entirely by the Blackwell platform transition across both segments. Compute & Networking, the dominant segment at $193.5B, grew 67% as Data Center compute rose 59% and Data Center networking exploded 142% on NVLink fabric ramp for GB200/GB300 systems alongside Ethernet and InfiniBand growth. Graphics added $8.2B incrementally (+57%), also Blackwell-driven. Customer concentration intensified: one direct customer hit 22% of revenue, another 14%, both concentrated in Compute & Networking, and one AI research and deployment company contributed meaningfully through cloud purchasing chains. Gross margin compressed 390bps to 71.1%, reflecting two forces: the product mix shift from Hopper HGX systems to full-scale Blackwell datacenter solutions (higher complexity, higher cost) and a $4.5B H20 excess inventory and purchase obligation charge taken in Q1 FY2026 after export control actions effectively stranded that product. Total inventory provisions net of releases hit a 2.6% gross margin drag for the year versus 2.3% the prior year. Operating leverage partially offset this — opex as a percent of revenue fell to 10.7% from 12.6% — but absolute R&D spending jumped 43% to $18.5B, driven by a 79% surge in compute and infrastructure costs alongside headcount-driven compensation growth, signaling continued aggressive investment in next-generation platforms. Operating income reached $139.3B at a 64.5% operating margin, with Compute & Networking contributing $130.1B (+57%) and Graphics $9.2B (+80%). Below the line, other income spiked to $9.0B versus $1.0B in FY2025, almost entirely from unrealized gains on non-marketable and publicly-held equity securities including the Intel common stock position, which inflated reported pre-tax income but is non-cash and non-recurring. Net income margin held nearly flat at 55.6% versus 55.8%, masking a higher effective tax rate of 15.1% versus 13.4%. Geographic mix shifted materially toward the U.S., with international revenue falling to 31% of total from 41%, reflecting both Blackwell demand concentration among domestic hyperscalers and ongoing export restrictions constraining shipments to certain markets.

NVIDIA reported Q4 and full fiscal year 2026 financial results (quarter ended January 25, 2026), with the press release and CFO Colette Kress's commentary filed as exhibits.