UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November 19~~January 20, ~~2025~~2026

NVIDIA CORPORATION


(Exact name of registrant as specified in its charter)


Delaware	0-23985	94-3177549
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2788 San Tomas Expressway, Santa Clara, CA 95051

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On November 19,~~(b) 2025, NVIDIA Corporation, or the Company, issued a press release announcing its results for the quarter ended October 26, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

~~Attached~~On ~~hereto~~January as20, ~~Exhibit 99.2 and incorporated by reference herein is financial information and commentary by Colette M. Kress~~2026, ~~Executive~~Persis ~~Vice~~Drell ~~President~~resigned ~~and~~from ~~Chief~~the ~~Financial~~Board ~~Officer~~ of ~~the Company~~Directors, ~~regarding~~or ~~results for~~ the ~~quarter~~Board, ~~ended~~of ~~October 26,~~NVIDIA ~~2025~~Corporation, or the ~~CFO~~Company, ~~Commentary.~~including ~~The~~as ~~CFO~~a ~~Commentary~~member ~~will~~of bethe ~~posted~~Compensation toCommittee ~~https://investor.nvidia.com~~of ~~immediately after~~ the ~~filing~~Board, ofeffective ~~this Current Report~~immediately.

~~The~~Dr. ~~press~~Drell ~~release~~resigned ~~and~~to ~~CFO~~pursue ~~Commentary~~a ~~are~~new ~~furnished~~professional opportunity and ~~shall~~ not bebecause ~~deemed "filed" for purposes~~ of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any ~~filing~~disagreement with the ~~U.S.~~Company ~~Securities~~on ~~and~~any ~~Exchange~~matter ~~Commission~~relating ~~made~~to by the Company’s operations, ~~whether~~policies ~~made before~~ or ~~after the date hereof, regardless of any general incorporation language in such filing~~practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Description
99.1						Press Release, dated November 19, 2025, entitled "NVIDIA Announces Financial Results for Third Quarter Fiscal 2026"
99.2						CFO Commentary on Third Quarter Fiscal 2026 Results
104						The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NVIDIA Corporation	~~NVIDIA Corporation~~
Date: November 19, 2025		By: /s/ Colette M. Kress
Date: January 23, 2026	By: /s/ Rebecca Peters
		Colette M. Kress
	Rebecca Peters
		Executive Vice President and Chief Financial Officer
	Vice President, Deputy General Counsel and Assistant Secretary

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