67066GAC8

• GAAP diluted EPS was $2.46; non-GAAP diluted EPS was $2.22; both GAAP and non-GAAP gross margins were 75.0%.
• Data Center revenue was $89.0 billion, up 117% year-over-year; Edge Computing revenue was $7.2 billion, up 27% year-over-year.
• Q3 FY2027 revenue outlook is $108.0 billion, plus or minus 2%, with no Data Center compute revenue from China assumed.
• NVIDIA returned approximately $26.0 billion to shareholders in Q2 via buybacks and dividends; next quarterly dividend of $0.25 per share payable October 1, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• OpenAI will be the tenant, deploying NVIDIA's full-stack DSX AI factory platform; NVIDIA may provide credit support for an additional ~3.8 GW at its discretion.
• NVIDIA's obligations under the guaranties begin when leases commence (expected 2028) and terminate on the 20th anniversary, lease termination, OpenAI achieving a satisfactory credit rating, or other events.
• NVIDIA will invest $1.5 billion in SB Energy, joining existing investors SoftBank Group and OpenAI.
• SB Energy and SoftBank will build at least 10 GW of new energy generation and invest at least $4.2 billion in regional grid infrastructure; OpenAI added $40 million to a community benefits fund, totaling $80 million.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure

• Ajay K. Puri, EVP Worldwide Field Operations, notified NVIDIA of his retirement effective upon his successor's employment start date.
• Nicholas Parker, age 55, was appointed EVP Worldwide Field Operations, effective upon his employment start, anticipated August 24, 2026.
• Parker's compensation includes a $1,000,000 base salary, $5,000,000 sign-on bonus, and target annual cash variable compensation of $1,500,000.
• Parker will receive new hire equity grants: $35,000,000 in RSUs vesting over four years and $5,000,000 in performance-based RSUs tied to S&P 500 relative TSR over three years.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Advisory say-on-pay for named executive officers passed with 15.71 billion votes for and 1.07 billion against.
• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027 was approved (18.61 billion for).
• A non-binding proposal to replace supermajority voting provisions with a simple majority standard was approved (14.59 billion for).
• Three non-binding proposals—on faith-based groups, civil rights/DEI, and GHG emissions reporting—were not approved.

5.07 Submission of Matters to a Vote of Security Holders

• The notes include $3.5B 4.250% Notes due 2028, $3.5B 4.350% Notes due 2029, $4.0B 4.500% Notes due 2031, $3.5B 4.750% Notes due 2033, $4.0B 4.950% Notes due 2036, $3.0B 5.550% Notes due 2046, and $3.5B 5.625% Notes due 2056.
• The offering was made under NVIDIA's existing shelf registration statement on Form S-3 (File No. 333-287619) and a prospectus supplement dated June 15, 2026.
• Underwriters were led by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC under an underwriting agreement dated June 15, 2026.
• The notes were issued under a base indenture with Computershare Trust Company, N.A. as trustee, supplemented by an Officers' Certificate dated June 18, 2026.
• The event was reported under Item 8.01 as an other event, with exhibits including the underwriting agreement, forms of notes, and legal opinion.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Record revenue of $81.6 billion for the quarter ended April 26, 2026, up 20% sequentially and 85% year-over-year.
• GAAP diluted EPS was $2.39; non-GAAP diluted EPS was $1.87.
• Board approved an additional $80.0 billion share repurchase authorization and increased quarterly cash dividend from $0.01 to $0.25 per share, payable June 26, 2026.
• Q2 FY2027 revenue outlook is $91.0 billion, plus or minus 2%, with no Data Center compute revenue from China assumed.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Suzanne Nora Johnson was appointed to NVIDIA's Board of Directors and Audit Committee, effective July 13, 2026.
• She will receive an initial RSU grant with a target value of $255,000, vesting semi-annually over three years.
• She will also receive a pro-rated annual RSU grant (annualized target $255,000) and a pro-rated annual cash retainer of $85,000, payable quarterly starting July 13, 2026.
• NVIDIA will enter into a standard indemnity agreement with her for Board service.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Donald Robertson, NVIDIA's VP and Chief Accounting Officer, will retire from that role effective May 4, 2026, and remain as VP, Finance until July 1, 2026.
• Scott Gawel, age 55, will join NVIDIA as VP and CAO on May 4, 2026, and serve as principal accounting officer.
• Gawel's annual base salary will be $800,000, and he will receive new hire RSUs with a combined target value of $12,875,000, vesting over approximately four years.
• Gawel will enter into NVIDIA's standard indemnity agreement and is eligible for standard benefit programs.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements