diff --git a/.github/workflows/build-images.yml b/.github/workflows/build-images.yml index 4819a65a1..7b0c8df5a 100644 --- a/.github/workflows/build-images.yml +++ b/.github/workflows/build-images.yml @@ -774,6 +774,7 @@ jobs: API_WEBHOOK_ENDPOINT: https://api.knowhereto.ai/v1/internal/s3-events SNS_TOPIC_ARN: arn:aws:sns:us-east-1:107424103509:knowhere-prod-s3-events QSTASH_CALLBACK_BASE_URL: https://api.knowhereto.ai/api/v1 + QSTASH_BASE_URL: https://qstash-us-east-1.upstash.io API_CPU: "512" API_MEMORY: "2048" WORKER_CPU: "2048" diff --git a/AGENTS.md b/AGENTS.md index 43f64487c..1011436d2 100644 --- a/AGENTS.md +++ b/AGENTS.md @@ -102,8 +102,8 @@ flowchart TB subgraph RETRIEVE["⑤ Retrieval (shared)"] Query["POST /v1|/v2 retrieval/query"] --> Pipeline["run_retrieval_query"] - Pipeline --> Classic["classic_topk / small_corpus (use_agentic=False)"] - Pipeline --> Explore["agent_explore (use_agentic unset/true)"] + Pipeline --> Classic["classic_topk / small_corpus"] + Pipeline --> Explore["agent_explore"] Explore --> Cursor["AGENT_EXPLORE_HARNESS=cursor_sdk"] Explore --> Own["AGENT_EXPLORE_HARNESS=openai"] Classic --> Channels["map_unit_discovery: path+content BM25 -> RRF"] @@ -129,8 +129,10 @@ This is the typed `ParseOutput` entry for all file types. The parser flow: 1. **Profiles** the document via `profiling.doc_profiler.profile_document()`. PDF profiling uses `document_agent` as the single PyMuPDF feature source, then runs - VLM coarse classification with two fields: open semantic `category` (for example, - `Financial Prospectus`) and routing-only `routing_category` + VLM coarse classification with three fields: `category` (IPTC Media Topics + top-level codes from the numbered list in `profiling/domain_taxonomy.py`, + multiple allowed), `category_label` (open short phrase, for example + `Financial Prospectus`), and routing-only `routing_category` (`atlas/scanned/slides/generic`). Oversized non-atlas PDFs additionally run the structural anatomy stage once at the entry point and pass the resulting shard plan to PDF parsing. @@ -237,7 +239,6 @@ DataFrame is an internal detail. Below is the complete schema. ```text ~/.knowhere/{corpus_name}/ ├── knowledge_graph.json # corpus-wide graph: file metadata + cross-doc edges -├── chunk_stats.json # Per-chunk retrieval hit analytics {chunk_id → stats} ├── {source_file_name}/ # One directory per ingested document │ ├── chunks.json # All parsed chunks for this document │ ├── doc_nav.json # Hierarchical navigation tree for agentic retrieval @@ -264,7 +265,6 @@ DataFrame is an internal detail. Below is the complete schema. "types": { "image": 13, "table": 1, "text": 141 }, "top_keywords": ["model", "security", "ai", "operations", "artificial_intelligence"], "top_summary": "This document includes: Legal Notice, Foreword, 1. Overview, ...", - "importance": 0.3, "created_at": "2026-05-09T09:14:12.422208+00:00" } }, @@ -276,25 +276,8 @@ DataFrame is an internal detail. Below is the complete schema. |:---|:---| | `files.{name}.top_keywords` | TF-IDF top keywords across all chunks (used for cross-doc edge scoring) | | `files.{name}.top_summary` | Auto-generated outline of top-level headings (injected by `load_nav_top_summary()`) | -| `files.{name}.importance` | Base importance score (feeds `compute_importance_score()` in ranking) | | `edges[]` | Cross-document edges with `{source, target, weight, shared_keywords}` when keyword overlap ≥ 0.8 | -### `chunk_stats.json` — Retrieval Hit Analytics - -```json -{ - "2e2beffc-90b2-5429-8ee7-3c49260a1204": { - "hit_count": 0, - "first_hit": null, - "last_hit": null, - "created_at": "2026-05-09T09:14:12.423011+00:00" - } -} -``` - -Keyed by `chunk_id`. `hit_count` and `last_hit` feed into `importance_norm_score` -for retrieval ranking boost. - ### `chunks.json` — Per-Document Chunk Records The core persisted data. Contains `{"chunks": [...]}` — an ordered array of @@ -340,7 +323,10 @@ chunk objects. Three chunk types exist: "page_nums": [], "file_path": "images/image-1 ai_model.png", "keywords": [], - "tokens": [] + "tokens": [], + "connect_to": [ + { "target": "d88e4c47-3c48-5bdf-b849-693c00453021", "relation": "embedded_by" } + ] } } ``` @@ -374,13 +360,14 @@ chunk objects. Three chunk types exist: | `path` | `str` | Hierarchical path: `{kb}/{file}/{section1}/{section2}/...` for text; `images/...` or `tables/...` for assets | | `metadata.length` | `int` | Character count of content | | `metadata.summary` | `str` | LLM summary (images/tables: `"image-N\n{description}"`) | -| `metadata.tokens` | `list[str]` | Pre-tokenized Chinese terms for BM25 retrieval | +| `metadata.entities` | `list[{text, type}]` | Typed entities extracted from content or asset VLM/LLM analysis | | `metadata.keywords` | `list[str]` | LLM-extracted keywords (semicolon-split from DataFrame) | | `metadata.page_nums` | `list[int]` | Source page numbers (PDF only) | | `metadata.file_path` | `str` | Relative asset path for images/tables | -| `metadata.connect_to` | `list[ConnectionValue]` | Cross-chunk references (text→image/table embeddings) | +| `metadata.connect_to` | `list[ConnectionValue]` | Cross-chunk relations (body↔image/table embeddings) | | `metadata.connect_to[].target` | `str` | Target chunk_id | -| `metadata.connect_to[].relation` | `str` | `"embeds"` (inline asset) or `"related"` | +| `metadata.connect_to[].target_document_id` | `str` | Reserved for cross-document targets; omitted for same-document edges | +| `metadata.connect_to[].relation` | `str` | `"embeds"` (body → inline asset), `"embedded_by"` (asset → owning body), `"related"` (same-page body → asset); `"cross_doc_entity"` / `"intra_doc_ref"` are reserved and not generated yet | | `metadata.connect_to[].ref` | `str` | Original reference string: `"[images/image-1.png]"` | | `metadata.connect_to[].position` | `{start, end}` | Character offset of the reference in content | @@ -555,7 +542,7 @@ Core retrieval internals are grouped by ownership: ### Retrieval Switch and Agent Modes -Per-request `use_agentic` only turns agent retrieval on or off: `False` → classic top-K (map-unit BM25); `None`/`True` → agent_explore. When agent retrieval is on, `AGENT_EXPLORE_HARNESS` selects Cursor (`cursor_sdk`) or Knowhere's own harness (`openai`). +Per-request `use_agentic`: `False` → classic top-K (map-unit BM25); `True` → agent_explore; unset (`None`) → a query router chooses classic or agent. When agent retrieval is on, `AGENT_EXPLORE_HARNESS` selects Cursor (`cursor_sdk`) or Knowhere's own harness (`openai`). #### Classic Mode (map-unit BM25) diff --git a/CONTEXT.md b/CONTEXT.md index 5b465357f..df1f3799e 100644 --- a/CONTEXT.md +++ b/CONTEXT.md @@ -59,6 +59,18 @@ The hierarchical navigation node derived from parsed headings and section paths. The retrieval-visible text, image, or table row attached to a Document Section. +### Document Root + +The existing document-level container above its chapters. It can own opening +content without introducing another chapter. + +### Document Prefix + +All physical pages before the first recognized chapter, including covers, +opening text, and printed table-of-contents pages. These pages belong directly +to the existing document Root; they are not a separate chapter or part of the +first chapter. + ### Document Ingestion The workflow that creates a Job, accepts a file or URL source, confirms upload @@ -69,6 +81,18 @@ state, and starts parsing work. The API-side handoff that advances an uploaded file Job to pending state and enqueues the worker parse task with the user-aware Celery queue policy. +### Source Content Admission + +The check that rejects identical original file bytes within one User and +Namespace before parsing or billing, including unchanged Document updates. +Filenames do not determine duplicates. Only current active Document revisions +and in-progress Jobs participate; failed Jobs and archived or superseded +revisions do not block retries. The check happens after source upload or URL +download, so a duplicate is reported through the normal Job failure contract. +Demo Corpus publication retains its separate admission policy. +Existing sources without recorded fingerprints do not participate, and their +original files are not fetched for comparison. + ### Worker Document Parsing The worker-side workflow that turns a source file into parsed DataFrame rows, diff --git a/apps/api/.env.example b/apps/api/.env.example index c1e8dafd9..06114302e 100644 --- a/apps/api/.env.example +++ b/apps/api/.env.example @@ -99,13 +99,17 @@ ARK_API_KEY= # ASSET_MODEL= # Optional retrieval overrides have code defaults. Retrieval is evidence-only: -# evidence_text is the primary output and answer_text is always empty. +# evidence is the primary output; evidence_text is deprecated and always empty; +# answer_text is always empty. # use_agentic on the request turns agent retrieval on or off: # false → no agent; classic map-unit BM25 -# omit/true → agent on; AGENT_EXPLORE_HARNESS selects the mode +# true → agent on; AGENT_EXPLORE_HARNESS selects the mode +# omit → query router chooses classic or agent # cursor_sdk → Cursor (needs CURSOR_API_KEY) # openai → Knowhere's own harness (DS_KEY / ALI_API_KEYS) # AGENT_EXPLORE_HARNESS=cursor_sdk +# RETRIEVAL_QUERY_ROUTER_ENABLED=true +# RETRIEVAL_QUERY_ROUTER_MODEL= # CURSOR_API_KEY= # only when harness is cursor_sdk # AGENT_EXPLORE_CURSOR_MODEL=composer-2.5 # Classic BM25 may use Postgres FTS prefilter: diff --git a/apps/api/alembic/versions/5e6f7a8b9c0d_add_source_content_hash_index.py b/apps/api/alembic/versions/5e6f7a8b9c0d_add_source_content_hash_index.py new file mode 100644 index 000000000..b47198205 --- /dev/null +++ b/apps/api/alembic/versions/5e6f7a8b9c0d_add_source_content_hash_index.py @@ -0,0 +1,71 @@ +"""Index future source content fingerprints without backfilling existing Jobs.""" + +from __future__ import annotations + +from collections.abc import Sequence + +from alembic import op +from sqlalchemy import text + +revision: str = "5e6f7a8b9c0d" +down_revision: str = "4d5e6f7a8b9c" +branch_labels: Sequence[str] | None = None +depends_on: Sequence[str] | None = None + + +def _create_index(*, concurrently: bool) -> None: + existing_index: tuple[bool, str, str] | None = ( + op.get_bind() + .execute( + text( + "SELECT indexes.indisvalid AND indexes.indisready, " + "tables.relname, pg_get_indexdef(indexes.indexrelid) " + "FROM pg_index AS indexes " + "JOIN pg_class AS classes ON classes.oid = indexes.indexrelid " + "JOIN pg_class AS tables ON tables.oid = indexes.indrelid " + "JOIN pg_namespace AS namespaces ON namespaces.oid = classes.relnamespace " + "WHERE namespaces.nspname = current_schema() " + "AND classes.relname = 'idx_jobs_user_source_content_hash'" + ) + ) + .tuples() + .first() + ) + if existing_index is not None: + is_ready, table_name, definition = existing_index + normalized_definition: str = " ".join(definition.split()) + intended_definition: str = ( + "USING btree (user_id, ((job_metadata ->> 'source_content_sha256'::text))) " + "WHERE ((job_metadata ->> 'source_content_sha256'::text) IS NOT NULL)" + ) + if ( + is_ready + and table_name == "jobs" + and normalized_definition.startswith("CREATE INDEX ") + and normalized_definition.endswith(intended_definition) + ): + return + concurrent_clause: str = "CONCURRENTLY " if concurrently else "" + op.execute( + f"DROP INDEX {concurrent_clause}IF EXISTS idx_jobs_user_source_content_hash" + ) + op.execute( + f"CREATE INDEX {concurrent_clause}IF NOT EXISTS idx_jobs_user_source_content_hash " + "ON jobs (user_id, (job_metadata ->> 'source_content_sha256')) " + "WHERE job_metadata ->> 'source_content_sha256' IS NOT NULL" + ) + + +def upgrade() -> None: + uses_external_transaction: bool = bool( + op.get_context().opts.get("knowhere_external_transaction", False) + ) + if uses_external_transaction: + _create_index(concurrently=False) + return + with op.get_context().autocommit_block(): + _create_index(concurrently=True) + + +def downgrade() -> None: + op.execute("DROP INDEX IF EXISTS idx_jobs_user_source_content_hash") diff --git a/apps/api/app/api/v1/routes/demo.py b/apps/api/app/api/v1/routes/demo.py index 2eec36b9c..3533f3530 100644 --- a/apps/api/app/api/v1/routes/demo.py +++ b/apps/api/app/api/v1/routes/demo.py @@ -31,6 +31,19 @@ async def list_demo_source_chunks(demo_source_id: str, job_result_id: str | None return {**(response or {}), "demo_source_id": demo_source_id, "canonical_document_id": document.document_id} +@router.get("/sources/{demo_source_id}/structure") +async def get_demo_source_structure( + demo_source_id: str, + response: Response, + job_result_id: str | None = Query(None, max_length=36), + db: AsyncSession = Depends(get_db), +) -> dict[str, Any]: + response.headers["Cache-Control"] = "no-store" + return await _demo_service.get_structure( + db, source_id=demo_source_id, job_result_id=job_result_id, + ) + + @router.get("/sources/{demo_source_id}/chunks/{demo_chunk_id}") async def get_demo_source_chunk(demo_source_id: str, demo_chunk_id: str, job_result_id: str | None = Query(None, max_length=36), db: AsyncSession = Depends(get_db)) -> dict[str, Any] | None: document, revision = await _demo_service.resolve_source(db, source_id=demo_source_id, job_result_id=job_result_id) diff --git a/apps/api/app/api/v1/routes/retrieval.py b/apps/api/app/api/v1/routes/retrieval.py index b56185803..569872734 100644 --- a/apps/api/app/api/v1/routes/retrieval.py +++ b/apps/api/app/api/v1/routes/retrieval.py @@ -73,8 +73,9 @@ class RetrievalQueryRequest(BaseModel): None, description=( "Turns agent retrieval on or off. False uses classic map-unit " - "BM25. Unset or true turns agent retrieval on; " - "AGENT_EXPLORE_HARNESS then selects Cursor (cursor_sdk) or " + "BM25. True turns agent retrieval on. Unset (None) lets the " + "query router choose classic or agent. When agent retrieval is " + "on, AGENT_EXPLORE_HARNESS then selects Cursor (cursor_sdk) or " "Knowhere's own harness (openai)." ), ) @@ -121,17 +122,25 @@ class RetrievalQueryResponse(BaseModel): router_used: str evidence: list[dict] = Field( default_factory=list, - description="Composed evidence parts (text and inline images) for downstream agents.", + description=( + "Grouped evidence blocks. Each group starts with " + "[E1] [§ source_file_name / parent_path]. Text and table HTML " + "stay as text parts; images stay as image parts at their " + "placeholder positions." + ), ) evidence_text: str = Field( default="", - description="Text projection of evidence. Tables stay as HTML; images are data URLs.", + description=( + "DEPRECATED. Always empty. Knowhere no longer projects evidence " + "into a string. Use evidence." + ), ) answer_text: str = Field( default="", description=( "DEPRECATED. Always empty; KNOWHERE no longer generates answers. " - "Use evidence_text and synthesize answers downstream." + "Use evidence and synthesize answers downstream." ), ) referenced_chunks: list[dict] = Field(default_factory=list) @@ -148,6 +157,14 @@ class RetrievalQueryResponse(BaseModel): "observation/decision/result schema." ), ) + router_decision: dict[str, Any] | None = Field( + default=None, + description=( + "Present when use_agentic was unset and the query router chose " + "agent or classic. Fields: mode, reason, source, model_name, " + "tokens_used." + ), + ) async def execute_retrieval_query( diff --git a/apps/api/app/core/exception_handlers.py b/apps/api/app/core/exception_handlers.py index 7d5a72680..9e9e309c4 100644 --- a/apps/api/app/core/exception_handlers.py +++ b/apps/api/app/core/exception_handlers.py @@ -126,7 +126,7 @@ async def knowhere_exception_handler( # responses and ``WWW-Authenticate`` for authentication challenges. headers = dict(response_headers or {}) headers["X-Request-ID"] = request_id - retry_after = exc.details.get("retry_after") + retry_after = (exc.details or {}).get("retry_after") if retry_after: headers["Retry-After"] = str(retry_after) diff --git a/apps/api/app/data/demo_documents/financial-alibaba-fy2026-interim-report/chunks.json b/apps/api/app/data/demo_documents/financial-alibaba-fy2026-interim-report/chunks.json deleted file mode 100644 index 803c0ccbf..000000000 --- a/apps/api/app/data/demo_documents/financial-alibaba-fy2026-interim-report/chunks.json +++ /dev/null @@ -1,3915 +0,0 @@ -{ - "chunks": [ - { - "chunk_id": "node_81950784-ce2e-577a-a29a-e5754f9c1ad2", - "type": "page", - "content": "2\nWeighted Voting Rights \nWe have one class of Shares, and each holder of our Shares is entitled to one vote per Share. Pursuant to our\nArticles of Association, for so long as the Partnership Condition (as defined in our Articles of Association) is\nsatisfied, the Alibaba Partnership has the exclusive right to nominate or, in limited situations, appoint, up to a\nsimple majority of the members of our board of directors. These rights are categorized as a weighted voting\nrights structure, or WVR structure, under the Hong Kong Listing Rules. As a result, we are deemed as a\ncompany with a WVR structure.\nAlibaba Partnership will remain in place for the life of the partnership unless our Articles of Association are\namended to provide otherwise by a vote of shareholders representing at least 95% of shares that vote at a\nshareholders meeting. The nomination rights of the Alibaba Partnership will remain in place notwithstanding a\nchange of control or merger of our company. For further details of the Alibaba Partnership, please see the\nsection headed “Directors, Senior Management and Employees – Directors and Senior Management – Alibaba\nPartnership” in our fiscal year 2025 annual report.\nShareholders and prospective investors are advised to be aware of the potential risks of investing in companies\nwith a WVR structure, in particular, the Alibaba Partnership limits the ability of our shareholders to nominate\nand elect directors, and the interests of the Alibaba Partnership may conflict with the interests of our\nshareholders. For further information about the risks associated with our WVR structure, please see the section\nheaded “Risk Factors — Risks Related to Our Corporate Structure” in our fiscal year 2025 annual\nreport. Prospective investors should make the decision to invest in us only after due and careful consideration.\nExchange Rate Information\nThis Interim Report contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) and\nHong Kong dollars (“HK$”) for the convenience of the reader. Unless otherwise stated, all translations of RMB\ninto US$ were made at RMB7.1190 to US$1.00, the exchange rate on September 30, 2025 as set forth in the\nH.10 statistical release of the Federal Reserve Board, and all translations of RMB into HK$ were made at\nRMB0.91298 to HK$1.00, the middle rate on September 30, 2025 as published by the People’s Bank of China.\nThe percentages stated in this Interim Report are calculated based on the RMB amounts and there may be minor\ndifferences due to rounding.\nSafe Harbor Statements\nThis Interim Report contains forward-looking statements. These statements are made under the “safe harbor”\nprovisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can\nbe identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “aim,” “estimate,”\n“intend,” “seek,” “plan,” “believe,” “potential,” “continue,” “ongoing,” “target,” “guidance,” “is/are likely to”\nand similar statements. In addition, statements that are not historical facts, including statements about Alibaba’s\nstrategies and business and operational plans, Alibaba’s beliefs, expectations and guidance regarding the growth\nof its business, its operating and financial results, return on investments, strategic investments and dispositions\nand share repurchases, and the business outlook in this Interim Report, are or contain forward-looking\nstatements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could\ncause actual results to differ materially from those contained in any forward-looking statement, including but\nnot limited to: Alibaba’s ability to compete, innovate and maintain or grow its business; risks associated with\nsustained investments in Alibaba’s businesses; risks related to strategic transactions; fluctuations in general\neconomic and business conditions in China and globally; uncertainties arising from competition among\ncountries and geopolitical tensions, including national trade, investment, protectionist or other policies and", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Weighted Voting Rights", - "metadata": { - "length": 4107, - "summary": "This section outlines the company's Weighted Voting Rights (WVR) structure. It states that while shareholders generally have one vote per share, the Alibaba Partnership holds exclusive rights to nominate or appoint a simple majority of the board of directors as long as specific partnership conditions are met. The text notes that these rights persist through changes in control or mergers and warns investors about potential conflicts of interest between the Partnership and other shareholders.", - "page_nums": [ - 3 - ], - "keywords": [ - "Alibaba Partnership", - "Hong Kong Listing Rules" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_63edaf0e-015d-51fa-b0fd-3671a827a36b", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Weighted Voting Rights p3]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Exchange Rate Information", - "metadata": { - "length": 84, - "summary": "This section explains that the Interim Report translates Renminbi (RMB) amounts into U.S. dollars (US$) and Hong Kong dollars (HK$). It specifies the exchange rates used for these translations as of September 30, 2025: RMB7.1190 to US$1.00 based on the Federal Reserve Board's H.10 statistical release, and RMB0.91298 to HK$1.00 based on the People's Bank of China.", - "page_nums": [ - 3 - ], - "keywords": [ - "Renminbi", - "Federal Reserve Board", - "People’s Bank of China" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_60e097db-6372-5e70-9716-31922717812a", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Weighted Voting Rights p3]\n\n3\nexport control, economic or trade sanctions; changes to our shareholder return initiatives; and assumptions\nunderlying or related to any of the foregoing. Further information regarding these and other risks is included in\nAlibaba’s filings with the U.S. Securities and Exchange Commission and announcements on the website of The\nStock Exchange of Hong Kong Limited. All information provided in this Interim Report is as of the date of this\nInterim Report and are based on assumptions that we believe to be reasonable as of this date, and Alibaba does\nnot undertake any obligation to update any forward-looking statement, except as required under applicable law.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Safe Harbor Statements", - "metadata": { - "length": 749, - "summary": "This section contains forward-looking statements made under the 'safe harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995. It identifies such statements by specific terminology and outlines inherent risks and uncertainties that could cause actual results to differ materially from those projected, including factors related to business competition, strategic transactions, economic conditions in China and globally, geopolitical tensions, trade policies, and shareholder return initiatives.", - "page_nums": [ - 3, - 4 - ], - "keywords": [ - "U.S. Private Securities Litigation Reform Act of 1995", - "Alibaba", - "U.S. Securities and Exchange Commission", - "The Stock Exchange of Hong Kong Limited" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_42c1d0fa-2943-5154-bb3c-08f4cedd8451", - "type": "page", - "content": "4\nMANAGEMENT DISCUSSION AND ANALYSIS\nSix Months Ended September Summary Financial Results\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\nYoY %\nChange\n(in millions, except percentages and per share amounts)\nRevenue\n479,739\n495,447\n69,595\n3%\nIncome from operations\n71,235\n40,353\n5,668\n(43)%(2)\nOperating margin\n15%\n8%\nAdjusted EBITDA(1)\n98,488\n62,991\n8,848\n(36)%(3)\nAdjusted EBITDA margin(1)\n21%\n13%\nAdjusted EBITA(1)\n85,596\n47,917\n6,731\n(44)%(3)\nAdjusted EBITA margin(1)\n18%\n10%\nNet income\n67,569\n62,994\n8,849\n(7)%(4)\nNet income attributable to ordinary\nshareholders\n68,143\n64,106\n9,005\n(6)%(4)\nNon-GAAP net income(1)\n77,209\n43,862\n6,161\n(43)%(3)\nDiluted earnings per share(5)\n3.50\n3.34\n0.47\n(5)%(4)(6)\nDiluted earnings per ADS(5)\n28.00\n26.73\n3.75\n(5)%(4)(6)\nNon-GAAP diluted earnings per share(1)(5)\n3.94\n2.39\n0.34\n(39)%(3)(6)\nNon-GAAP diluted earnings per ADS(1)(5)\n31.50\n19.10\n2.68\n(39)%(3)(6)\n(1) See the sections entitled “Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Measures to the Nearest\nComparable U.S. GAAP Measures” for more information about the non-GAAP measures referred to within this Interim\nReport.\n(2) The year-over-year decrease was primarily due to the decrease in adjusted EBITA, partly offset by a one-time provision in the\nsame period last year (See the section entitled “Six Months Ended September Other Financial Results” for more information).\n(3) The year-over-year decreases were mainly attributable to the investment in quick commerce, user experiences, and\ntechnology, partly offset by double-digit revenue growth in Alibaba China E-commerce Group, the improved operating\nresults supported by continued growth in Cloud business, as well as enhanced operating efficiencies across various\nbusinesses.\n(4) The year-over-year decreases were mainly attributable to the decrease in income from operations, partly offset by the mark-\nto-market changes from our equity investments, gain from the disposal of local consumer service business of Trendyol, and\nthe decrease in both the impairment of our investments and net exchange loss, while net income attributable to ordinary\nshareholders and earnings per share/ADS would further take into account the net loss (income) attributable to noncontrolling\ninterests and (accretion) reversal of accretion of mezzanine equity. We excluded non-cash share-based compensation expense,\ngains/losses of investments, impairment of goodwill and intangible assets, and certain other items from our non-GAAP\nmeasurements.\n(5) Each ADS represents eight ordinary shares.\n(6) The year-over-year percentages as stated are calculated based on the exact amount and there may be minor differences from\nthe year-over-year percentages calculated based on the RMB amounts after rounding.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Summary Financial Results", - "metadata": { - "length": 2757, - "summary": "This page presents the 'Six Months Ended September Summary Financial Results' for a company, comparing data from 2024 and 2025. The table details key financial metrics including Revenue, Income from operations, Adjusted EBITDA, Net income, and Diluted earnings per share in RMB and US dollars, alongside year-over-year percentage changes. Footnotes explain that decreases in profitability were primarily due to investments in quick commerce and technology, while revenue growth was supported by Alibaba China E-commerce Group and Cloud business.", - "page_nums": [ - 5 - ], - "keywords": [ - "Alibaba China E-commerce Group", - "Trendyol" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_9fc06e44-4892-540a-9f8a-d0e76a9c6f1a", - "type": "page", - "content": "5\nSix Months Ended September Segment Results\nRevenue for the six months ended September 30, 2025 was RMB495,447 million (US$69,595 million), an\nincrease of 3% year-over-year compared to RMB479,739 million in the same period of 2024. Excluding\nrevenue from the disposed businesses of Sun Art and Intime, revenue on a like-for-like basis would have\ngrown by 12% year-over-year.\nThe following table sets forth a breakdown of our revenue by segment for the periods indicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\nYoY %\nChange\n(in millions, except percentages)\nAlibaba China E-commerce Group:\nE-commerce\n- Customer management\n152,755\n168,179\n23,624\n10%\n- Direct sales, logistics and others(2)\n50,233\n53,331\n7,492\n6%\n202,988\n221,510\n31,116\n9%\nQuick commerce(3)\n27,517\n37,690\n5,294\n37%\nChina commerce wholesale\n11,938\n13,450\n1,889\n13%\nTotal Alibaba China E-commerce Group\n242,443\n272,650\n38,299\n12%\nAlibaba International Digital Commerce Group:\nInternational commerce retail\n49,309\n56,463\n7,931\n15%\nInternational commerce wholesale\n11,656\n13,077\n1,837\n12%\nTotal Alibaba International Digital Commerce Group\n60,965\n69,540\n9,768\n14%\nCloud Intelligence Group\n56,159\n73,222\n10,285\n30%\nAll others(4)\n165,837\n121,568\n17,077\n(27)%\nUnallocated\n888\n1,096\n154\nInter-segment elimination\n(46,553)\n(42,629)\n(5,988)\nConsolidated revenue\n479,739\n495,447\n69,595\n3%\n(1) To advance our “user first” strategy and enhance user experience, during the quarter ended June 30, 2025, we undertook a\nstrategic combination of Taobao and Tmall Group, Ele.me and Fliggy into Alibaba China E-commerce Group. We simplified\nthe financial reporting structure by reclassifying Cainiao, Amap and Digital Media and Entertainment Group (rebranded to\nHujing Digital Media and Entertainment Group) into “All others”. The above presentation has been updated to conform with\nthe new reporting structure, as reviewed by our chief operating decision maker.\n(2) Direct sales, logistics and others revenue under Alibaba China E-commerce Group primarily represents direct sales businesses\nof Tmall Supermarket, Tmall Global and other businesses, where revenue and cost of inventory are recorded on a gross basis\nwithin the business group, as well as revenue from logistics services and value-added services.\n(3) Quick commerce revenue represents quick commerce business revenue, including revenue generated through “Taobao Instant\nCommerce” and the Ele.me app. Quick commerce revenue is net of subsidies that are contra revenue.\n(4) All others include Freshippo, Cainiao, Alibaba Health, Hujing Digital Media and Entertainment Group, Amap, Intelligent\nInformation Platform (which mainly consists of UCWeb and Quark businesses), Lingxi Games, DingTalk and other\nbusinesses. The majority of revenue within All others consists of direct sales, where revenue and cost of inventory are\nrecorded on a gross basis, and revenue from logistics services. The decrease was primarily due to the revenue decrease as a\nresult of the disposal of Sun Art and Intime businesses, as well as the decrease in revenue from Cainiao, partly offset by the\nincrease in revenue from Freshippo, Alibaba Health and Amap.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results", - "metadata": { - "length": 3155, - "summary": "This page presents the segment results for the six months ended September 30, 2025. It details a total revenue of RMB495,447 million (US$69,595 million), representing a 3% year-over-year increase. The main table breaks down this revenue by business group, including Alibaba China E-commerce Group, Alibaba International Digital Commerce Group, and Cloud Intelligence Group, alongside financial figures in RMB and US dollars.", - "page_nums": [ - 6 - ], - "keywords": [ - "Sun Art", - "Intime", - "Alibaba China E-commerce Group", - "Taobao", - "Tmall Group", - "Ele.me", - "Fliggy", - "Cainiao", - "Amap", - "Hujing Digital Media and Entertainment Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group", - "Freshippo", - "Alibaba Health", - "Lingxi Games", - "DingTalk", - "UCWeb", - "Quark" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_39e40b0c-4f40-5322-a0d8-09d5ae5fff4f", - "type": "page", - "content": "6\nThe following table sets forth a breakdown of our adjusted EBITA by segment for the periods indicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\nYoY %\nChange(3)\n(in millions, except percentages)\nAlibaba China E-commerce Group\n93,080\n48,886\n6,867\n(47)%\nAlibaba International Digital Commerce Group\n(6,611)\n103\n14\nN/A\nCloud Intelligence Group\n4,998\n6,558\n921\n31%\nAll others\n(2,910)\n(4,785)\n(672)\n(64)%\nUnallocated(2)\n(2,142)\n(1,640)\n(230)\nInter-segment elimination\n(819)\n(1,205)\n(169)\nConsolidated adjusted EBITA\n85,596\n47,917\n6,731\n(44)%\nLess: Non-cash share-based compensation\nexpense\n(7,775)\n(6,076)\n(854)\nLess: Amortization and impairment of\nintangible assets, and others\n(3,441)\n(1,488)\n(209)\nLess: Provision for the shareholder class action\nlawsuits\n(3,145)\n–\n–\nIncome from operations\n71,235\n40,353\n5,668\n(43)%\n(1) To advance our “user first” strategy and enhance user experience, during the quarter ended June 30, 2025, we undertook a\nstrategic combination of Taobao and Tmall Group, Ele.me and Fliggy into Alibaba China E-commerce Group. We simplified\nthe financial reporting structure by reclassifying Cainiao, Amap and Digital Media and Entertainment Group (rebranded to\nHujing Digital Media and Entertainment Group) into “All others”. The above presentation has been updated to conform with\nthe new reporting structure, as reviewed by our chief operating decision maker.\n(2) Unallocated primarily relates to certain costs incurred by corporate functions and other miscellaneous items that are not\nallocated to individual segments.\n(3) For a more intuitive presentation, widening of loss in YoY% is shown in terms of negative growth rate, and narrowing of loss\nin YoY% is shown in terms of positive growth rate.\nAlibaba China E-commerce Group\n(i)\nSegment revenue\n•\nE-commerce Business\nRevenue from our E-commerce business in the six months ended September 30, 2025 was\nRMB221,510 million (US$31,116 million), an increase of 9% compared to RMB202,988 million in\nthe same period of 2024.\nCustomer management revenue increased by 10% year-over-year, primarily due to the improvement\nof take rate.\nDirect sales, logistics and others revenue under E-commerce business in the six months ended\nSeptember 30, 2025 was RMB53,331 million (US$7,492 million), an increase of 6% compared to\nRMB50,233 million in the same period of 2024, primarily driven by the increase in revenue from\nlogistics services and value-added services, partly offset by the decrease in revenue from certain\ndirect sales businesses.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/(i) Segment revenue", - "metadata": { - "length": 2517, - "summary": "This page presents a financial table detailing the adjusted EBITA breakdown by segment for Alibaba for the six months ended September 30, 2024 and 2025. It lists revenue figures in RMB and US dollars for groups such as 'Alibaba China E-commerce Group' and 'Cloud Intelligence Group', alongside year-over-year percentage changes. The text below the table explains recent strategic combinations of business units (e.g., Taobao, Tmall) into the China E-commerce Group and provides specific revenue details for the E-commerce Business.", - "page_nums": [ - 7 - ], - "keywords": [ - "Alibaba China E-commerce Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group", - "Taobao", - "Tmall Group", - "Ele.me", - "Fliggy", - "Cainiao", - "Amap", - "Hujing Digital Media and Entertainment Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_912b8995-cc5c-502c-ba56-e5727ae41195", - "type": "page", - "content": "7\n•\nQuick Commerce Business\nRevenue from our Quick commerce business in the six months ended September 30, 2025 was\nRMB37,690 million (US$5,294 million), an increase of 37% compared to RMB27,517 million in the\nsame period of 2024, mainly due to order growth as a result of the rollout of “Taobao Instant\nCommerce” at the end of April 2025.\n•\nChina Commerce Wholesale Business\nRevenue from our China commerce wholesale business in the six months ended September 30, 2025\nwas RMB13,450 million (US$1,889 million), an increase of 13% compared to RMB11,938 million\nin the same period of 2024, primarily due to an increase in revenue from value-added services\nprovided to paying members.\n(ii)\nSegment adjusted EBITA\nAlibaba China E-commerce Group adjusted EBITA decreased by 47% to RMB48,886 million\n(US$6,867 million) in the six months ended September 30, 2025, compared to RMB93,080 million\nin the same period of 2024, primarily due to the investment in quick commerce, user experiences,\nand technology, partly offset by double-digit revenue growth in Alibaba China E-commerce Group.\nAlibaba International Digital Commerce Group\n(i)\nSegment revenue\n•\nInternational Commerce Retail Business\nRevenue from our International commerce retail business in the six months ended September 30,\n2025 was RMB56,463 million (US$7,931 million), an increase of 15% compared to RMB49,309\nmillion in the same period of 2024, primarily driven by the increase in revenue contributed by\nAliExpress and other international businesses. As certain of our international businesses generate\nrevenue in local currencies while our reporting currency is Renminbi, AIDC’s revenue is affected by\nexchange rate fluctuations.\n•\nInternational Commerce Wholesale Business\nRevenue from our International commerce wholesale business in the six months ended September\n30, 2025 was RMB13,077 million (US$1,837 million), an increase of 12% compared to RMB11,656\nmillion in the same period of 2024, primarily due to an increase in revenue generated by cross-border\nrelated value-added services.\n(ii)\nSegment adjusted EBITA\nAlibaba International Digital Commerce Group adjusted EBITA was a profit of RMB103 million\n(US$14 million) in the six months ended September 30, 2025, compared to a loss of RMB6,611\nmillion in the same period of 2024, primarily due to significant improvement in AliExpress’\noperating efficiency, and enhanced efficiency across various businesses.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/Quick Commerce Business", - "metadata": { - "length": 2426, - "summary": "The section details the revenue performance of the Quick Commerce Business for the six months ended September 30, 2025. It reports a total revenue of RMB37,690 million (US$5,294 million), representing a 37% increase compared to the same period in 2024. The growth is attributed primarily to order growth resulting from the rollout of 'Taobao Instant Commerce' at the end of April 2025.", - "page_nums": [ - 8 - ], - "keywords": [ - "September 30, 2025", - "RMB37,690 million", - "US$5,294 million", - "April 2025", - "Taobao Instant Commerce" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_4f76d514-feae-507c-b416-b0edddb73f9a", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/Quick Commerce Business p8]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/China Commerce Wholesale Business", - "metadata": { - "length": 194, - "summary": "The section details the revenue performance of the China Commerce Wholesale Business for the six months ended September 30, 2025. It reports a revenue of RMB13,450 million (US$1,889 million), representing a 13% increase compared to the same period in 2024. This growth is primarily attributed to an increase in revenue from value-added services provided to paying members.", - "page_nums": [ - 8 - ], - "keywords": [ - "China Commerce Wholesale Business", - "Taobao Instant Commerce" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_df712350-661a-5f48-b196-61e0f5269a36", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/Quick Commerce Business p8]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Segment adjusted EBITA", - "metadata": { - "length": 194, - "summary": "The section details the financial performance of the Alibaba China E-commerce Group's adjusted EBITA for the six months ended September 30, 2025. It reports a decrease of 47% to RMB48,886 million (US$6,867 million) compared to the same period in 2024. The decline is attributed primarily to investments in quick commerce, user experiences, and technology, which were partially offset by double-digit revenue growth.", - "page_nums": [ - 8 - ], - "keywords": [ - "Alibaba China E-commerce Group", - "Taobao Instant Commerce" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_9ea6cc78-ddab-5533-8d00-fd0b09beb34c", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/Quick Commerce Business p8]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba International Digital Commerce Group/International Commerce Retail Business", - "metadata": { - "length": 194, - "summary": "The section details the revenue performance of the International Commerce Retail Business for the six months ended September 30, 2025. It reports a revenue increase of 15% to RMB56,463 million (US$7,931 million) compared to the same period in 2024. The growth is primarily attributed to increased revenue from AliExpress and other international businesses. The text also notes that exchange rate fluctuations affect the reported Renminbi figures as some revenues are generated in local currencies.", - "page_nums": [ - 8 - ], - "keywords": [ - "AliExpress", - "RMB56,463 million", - "US$7,931 million", - "September 30, 2025", - "Renminbi" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_78d5c8fc-56a5-5410-b241-033260d34ab5", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/Quick Commerce Business p8]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba International Digital Commerce Group/International Commerce Wholesale Business", - "metadata": { - "length": 194, - "summary": "The section details the revenue performance of the International Commerce Wholesale Business for the six months ended September 30, 2025. It reports a revenue of RMB13,077 million (US$1,837 million), representing a 12% increase compared to the same period in 2024. This growth is primarily attributed to an increase in revenue generated by cross-border related value-added services.", - "page_nums": [ - 8 - ], - "keywords": [ - "International Commerce Wholesale Business", - "AliExpress" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_8a87bb9c-338e-5571-a472-865450354809", - "type": "page", - "content": "8\nCloud Intelligence Group\n(i)\nSegment revenue\nRevenue from Cloud Intelligence Group was RMB73,222 million (US$10,285 million) in the six\nmonths ended September 30, 2025, an increase of 30% compared to RMB56,159 million in the same\nperiod of 2024. Overall revenue excluding Alibaba-consolidated subsidiaries increased by 28% year-\nover-year, primarily driven by public cloud revenue growth, including the increasing adoption of AI-\nrelated products.\n(ii)\nSegment adjusted EBITA\nCloud Intelligence Group adjusted EBITA increased by 31% to RMB6,558 million (US$921 million)\nin the six months ended September 30, 2025, compared to RMB4,998 million in the same period of\n2024, primarily due to revenue growth and improving operating efficiency, partly offset by the\nincreasing investments in customer growth and technology innovation.\nAll Others\n(i)\nSegment revenue\nRevenue from All others segment was RMB121,568 million (US$17,077 million) in the six months\nended September 30, 2025, a decrease of 27% compared to RMB165,837 million in the same period\nof 2024, primarily due to the revenue decrease as a result of the disposal of Sun Art and Intime\nbusinesses, as well as the decrease in revenue from Cainiao, partly offset by the increase in revenue\nfrom Freshippo, Alibaba Health and Amap.\n(ii)\nSegment adjusted EBITA\nAdjusted EBITA from All others segment in the six months ended September 30, 2025 was a loss of\nRMB4,785 million (US$672 million), compared to a loss of RMB2,910 million in the same period of\n2024, primarily due to the increased investment in technology businesses, partly offset by the\nimproved operating results of Freshippo, Hujing Digital Media and Entertainment Group and\nAlibaba Health.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Cloud Intelligence Group", - "metadata": { - "length": 1709, - "summary": "This section details the financial performance of the Cloud Intelligence Group for the six months ended September 30, 2025. It reports a segment revenue of RMB73,222 million (a 30% increase year-over-year) driven by public cloud growth and AI adoption. Additionally, it notes that segment adjusted EBITA increased by 31% to RMB6,558 million, attributed to revenue growth and improved efficiency.", - "page_nums": [ - 9 - ], - "keywords": [ - "Cloud Intelligence Group", - "Alibaba" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_34d0fe9a-856f-5267-bc53-64d08c90c73c", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Cloud Intelligence Group p9]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/All Others", - "metadata": { - "length": 164, - "summary": "This section details the financial performance of the 'All Others' segment for the six months ended September 30, 2025. It reports a segment revenue of RMB121,568 million (a 27% decrease year-over-year), attributed to the disposal of Sun Art and Intime businesses and decreased revenue from Cainiao, partially offset by growth in Freshippo, Alibaba Health, and Amap. Additionally, it notes an adjusted EBITA loss of RMB4,785 million, driven by increased investment in technology businesses but mitigated by improved results from Freshippo, Hujing Digital Media and Entertainment Group, and Alibaba Health.", - "page_nums": [ - 9 - ], - "keywords": [ - "Sun Art", - "Intime", - "Cainiao", - "Freshippo", - "Alibaba Health", - "Amap", - "Hujing Digital Media and Entertainment Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_6476d0a8-3b25-5b46-af0e-0b2f47ae126d", - "type": "page", - "content": "9\nSix Months Ended September Other Financial Results\nCosts and Expenses\nThe following tables set forth a breakdown of our costs and expenses, share-based compensation expense,\nand costs and expenses excluding share-based compensation expense by function for the periods indicated:\nSix months ended September 30,\n% of\nRevenue\nYoY\nchange\n2024\n2025\nRMB\n% of\nRevenue\nRMB\nUS$\n% of\nRevenue\n(in millions, except percentages)\nCosts and expenses:\nCost of revenue\n290,135\n60.5%\n287,210\n40,344\n58.0%\n(2.5)%\nProduct development expenses\n27,555\n5.7%\n32,096\n4,509\n6.5%\n0.8%\nSales and marketing expenses\n65,167\n13.6%\n119,674\n16,811\n24.2%\n10.6%\nGeneral and administrative\nexpenses\n23,057\n4.8%\n14,778\n2,076\n3.0%\n(1.8)%\nAmortization and impairment of\nintangible assets\n3,441\n0.7%\n1,633\n229\n0.3%\n(0.4)%\nTotal costs and expenses\n409,355\n455,391\n63,969\nShare-based compensation\nexpense:\nCost of revenue\n1,205\n0.3%\n913\n128\n0.2%\n(0.1)%\nProduct development expenses\n3,560\n0.7%\n2,862\n402\n0.6%\n(0.1)%\nSales and marketing expenses\n948\n0.2%\n958\n135\n0.2%\n0.0%\nGeneral and administrative\nexpenses\n2,564\n0.5%\n2,137\n300\n0.4%\n(0.1)%\nTotal share-based compensation\nexpense(1)\n8,277\n6,870\n965\nCosts and expenses excluding\nshare-based compensation\nexpense:\nCost of revenue\n288,930\n60.2%\n286,297\n40,216\n57.8%\n(2.4)%\nProduct development expenses\n23,995\n5.0%\n29,234\n4,107\n5.9%\n0.9%\nSales and marketing expenses\n64,219\n13.4%\n118,716\n16,676\n24.0%\n10.6%\nGeneral and administrative\nexpenses\n20,493\n4.3%\n12,641\n1,776\n2.6%\n(1.7)%\nAmortization and impairment of\nintangible assets\n3,441\n0.7%\n1,633\n229\n0.3%\n(0.4)%\nTotal costs and expenses\nexcluding share-based\ncompensation expense\n401,078\n448,521\n63,004\n(1) This includes both cash and non-cash share-based compensation expenses.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results", - "metadata": { - "length": 1733, - "summary": "This page presents a financial table titled 'Six Months Ended September Other Financial Results,' detailing costs and expenses for the periods ending September 30, 2024, and 2025. The data is broken down into three main sections: total costs and expenses, share-based compensation expense, and costs excluding share-based compensation. Key columns include amounts in RMB and US dollars (in millions), percentage of revenue, and year-over-year change.", - "page_nums": [ - 10 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_8544e4c5-ae77-580d-9af9-f64653c55361", - "type": "page", - "content": "10\nCost of revenue – Cost of revenue in the six months ended September 30, 2025 was RMB287,210 million\n(US$40,344 million), or 58.0% of revenue, compared to RMB290,135 million, or 60.5% of revenue, in the\nsame period of 2024. Without the effect of share-based compensation expense, cost of revenue as a\npercentage of revenue would have decreased from 60.2% in the same period of 2024 to 57.8% in the six\nmonths ended September 30, 2025, primarily due to the disposal of Sun Art and Intime businesses, decrease\nin scale of low margin direct sales businesses, improvement in monetization and operating efficiency, partly\noffset by higher logistics cost driven by the growth in our quick commerce business.\nProduct development expenses – Product development expenses in the six months ended September 30,\n2025 were RMB32,096 million (US$4,509 million), or 6.5% of revenue, compared to RMB27,555 million,\nor 5.7% of revenue, in the same period of 2024. Without the effect of share-based compensation expense,\nproduct development expenses as a percentage of revenue would have increased from 5.0% in the same\nperiod of 2024 to 5.9% in the six months ended September 30, 2025, primarily attributable to our increased\ninvestment in technology development.\nSales and marketing expenses – Sales and marketing expenses in the six months ended September 30,\n2025 were RMB119,674 million (US$16,811 million), or 24.2% of revenue, compared to RMB65,167\nmillion, or 13.6% of revenue, in the same period of 2024. Without the effect of share-based compensation\nexpense, sales and marketing expenses as a percentage of revenue would have increased from 13.4% in the\nsame period of 2024 to 24.0% in the six months ended September 30, 2025, primarily attributable to the\ninvestment in user experiences of Alibaba China E-commerce Group.\nGeneral and administrative expenses – General and administrative expenses in the six months ended\nSeptember 30, 2025 were RMB14,778 million (US$2,076 million), or 3.0% of revenue, compared to\nRMB23,057 million, or 4.8% of revenue, in the same period of 2024. Without the effect of share-based\ncompensation expense, general and administrative expenses as a percentage of revenue would have\ndecreased from 4.3% in the same period of 2024 to 2.6% in the six months ended September 30, 2025,\nprimarily due to a one-time provision for the shareholder class action lawsuits in the same period last year\nand our improved cost control measures.\nShare-based compensation expense – Total share-based compensation expense included in the cost and\nexpense items above in the six months ended September 30, 2025 was RMB6,870 million (US$965 million),\ncompared to RMB8,277 million in the same period of 2024.\nThe following table sets forth our analysis of share-based compensation expense for the quarters indicated\nby type of share-based awards:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\nYoY %\nChange\n(in millions, except percentages)\nBy type of awards:\nAlibaba Group share-based awards(1)\n5,877\n4,664\n655\n(21)%\nOthers(2)\n2,400\n2,206\n310\n(8)%\nTotal share-based compensation expense(3)\n8,277\n6,870\n965\n(17)%\n(1) This represents Alibaba Group share-based awards granted to our employees.\n(2) This represents share-based awards of our subsidiaries and Ant Group granted to our employees.\n(3) This includes both cash and non-cash share-based compensation expenses.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cost of revenue", - "metadata": { - "length": 3376, - "summary": "The 'Cost of revenue' section details the expenses for the six months ended September 30, 2025, amounting to RMB287,210 million (US$40,344 million), which represents 58.0% of revenue compared to 60.5% in the same period of 2024. The text explains that excluding share-based compensation, the cost as a percentage of revenue decreased from 60.2% to 57.8%. This decrease is primarily attributed to the disposal of Sun Art and Intime businesses, a reduction in low-margin direct sales businesses, and improved monetization and operating efficiency, partially offset by higher logistics costs due to growth in the quick commerce business.", - "page_nums": [ - 11 - ], - "keywords": [ - "Sun Art", - "Intime" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_a230916e-7c22-5e3e-b405-80de274ebbdd", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cost of revenue p11]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Product development expenses", - "metadata": { - "length": 164, - "summary": "The section details the product development expenses for the six months ended September 30, 2025, which amounted to RMB32,096 million (US$4,509 million), representing 6.5% of revenue compared to 5.7% in the same period of 2024. The increase is primarily attributed to increased investment in technology development.", - "page_nums": [ - 11 - ], - "keywords": [ - "September 30, 2025", - "RMB32,096 million", - "US$4,509 million", - "2024" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_37084543-6ad0-5f9b-a977-e91360b6a3ec", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cost of revenue p11]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Sales and marketing expenses", - "metadata": { - "length": 164, - "summary": "The section details the sales and marketing expenses for the six months ended September 30, 2025, which amounted to RMB119,674 million (US$16,811 million), representing 24.2% of revenue. This is compared to RMB65,167 million (13.6% of revenue) in the same period of 2024. The increase is primarily attributed to investments in user experiences for Alibaba China E-commerce Group.", - "page_nums": [ - 11 - ], - "keywords": [ - "Alibaba China E-commerce Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_f1d2fc23-c2a3-5ce1-b2fc-f3cd945e140a", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cost of revenue p11]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/General and administrative expenses", - "metadata": { - "length": 164, - "summary": "The section details the General and administrative expenses for the six months ended September 30, 2025, which amounted to RMB14,778 million (US$2,076 million), representing 3.0% of revenue. This is a decrease from RMB23,057 million (4.8% of revenue) in the same period of 2024. The text notes that without share-based compensation expense, the percentage would have decreased from 4.3% to 2.6%. The primary reasons cited for the decrease are a one-time provision for shareholder class action lawsuits in the prior year and improved cost control measures.", - "page_nums": [ - 11 - ], - "keywords": [ - "September 30, 2025", - "RMB14,778 million", - "US$2,076 million", - "RMB23,057 million" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_c9b7345d-0481-5fdc-bdb1-c366a759a66a", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cost of revenue p11]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Share-based compensation expense", - "metadata": { - "length": 164, - "summary": "This section details the total share-based compensation expense for the six months ended September 30, 2025, which was RMB6,870 million (US$965 million), compared to RMB8,277 million in the same period of 2024. It includes a table breaking down this expense by type of award ('Alibaba Group share-based awards' and 'Others') for both 2024 and 2025, showing values in RMB and US$, along with the year-over-year percentage change.", - "page_nums": [ - 11 - ], - "keywords": [ - "Alibaba Group", - "Ant Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_df02dbe2-0162-55fd-8e7d-5a40ee72180e", - "type": "page", - "content": "11\nShare-based compensation expense decreased in the six months ended September 30, 2025 compared to the\nsame period of 2024. This decrease was primarily due to the decrease in the number of Alibaba Group\nshare-based awards granted as we have increased the proportion of long-term cash incentives granted after\nconsidering the macroeconomic environment and the general trends in the talent market.\nWe expect that our share-based compensation expense will continue to be affected by changes in the fair\nvalue of the underlying awards and the quantity of awards we grant in the future.\nAmortization and impairment of intangible assets – Amortization and impairment of intangible assets in\nthe six months ended September 30, 2025 was RMB1,633 million (US$229 million), a decrease of 53%\nfrom RMB3,441 million in the same period of 2024, primarily due to full amortization of certain intangible\nassets.\nIncome from operations and operating margin\nIncome from operations in the six months ended September 30, 2025 was RMB40,353 million (US$5,668\nmillion), or 8% of revenue, a decrease of 43% compared to RMB71,235 million, or 15% of revenue, in the\nsame period of 2024, primarily due to the decrease in adjusted EBITA, partly offset by a one-time provision\nin the same period last year.\nAdjusted EBITDA and Adjusted EBITA\nAdjusted EBITDA decreased 36% year-over-year to RMB62,991 million (US$8,848 million) in the six\nmonths ended September 30, 2025, compared to RMB98,488 million in the same period of 2024. Adjusted\nEBITA decreased 44% year-over-year to RMB47,917 million (US$6,731 million) in the six months ended\nSeptember 30, 2025, compared to RMB85,596 million in the same period of 2024, primarily attributable to\nthe investment in quick commerce, user experiences, and technology, partly offset by double-digit revenue\ngrowth in Alibaba China E-commerce Group, the improved operating results supported by continued growth\nin Cloud business, as well as enhanced operating efficiencies across various businesses. A reconciliation of\nnet income to adjusted EBITDA and adjusted EBITA is included in the section entitled “Reconciliations of\nNon-GAAP Measures to the Nearest Comparable U.S. GAAP Measures” of this Interim Report.\nAdjusted EBITA by segment\nAdjusted EBITA by segment as well as a reconciliation of income from operations to adjusted EBITA are\nset forth in the section entitled “Six Months Ended September Segment Results” above.\nInterest and investment income, net\nInterest and investment income, net in the six months ended September 30, 2025 was RMB37,468 million\n(US$5,263 million), an increase of 119% compared to RMB17,129 million in the same period of 2024,\nprimarily due to mark-to-market changes from our equity investments, gain from the disposal of local\nconsumer service business of Trendyol, and the decrease in impairment of our investments.\nThe above-mentioned investment gains and losses were excluded from our non-GAAP net income.\nOther (expense) income, net\nOther (expense) income, net in the six months ended September 30, 2025 was an income of RMB1,329\nmillion (US$187 million), compared to expense of RMB1,221 million in the same period of 2024, was\nprimarily due to the decrease in net exchange loss in the six months ended September 30, 2025 compared to\nthe same period last year, arising from the exchange rate fluctuation between Renminbi and U.S. dollar.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets", - "metadata": { - "length": 3392, - "summary": "The section details the amortization and impairment of intangible assets for the six months ended September 30, 2025. It reports a total expense of RMB1,633 million (US$229 million), representing a 53% decrease from RMB3,441 million in the same period of 2024. This reduction is primarily attributed to the full amortization of certain intangible assets.", - "page_nums": [ - 12 - ], - "keywords": [ - "Alibaba Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_5981e52c-7195-515d-9be5-925350e2cef0", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets p12]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Income from operations and operating margin", - "metadata": { - "length": 197, - "summary": "The section titled 'Income from operations and operating margin' reports that income from operations for the six months ended September 30, 2025, was RMB40,353 million (US$5,668 million), representing 8% of revenue. This marks a 43% decrease compared to RMB71,235 million (15% of revenue) in the same period of 2024, primarily due to a decrease in adjusted EBITA.", - "page_nums": [ - 12 - ], - "keywords": [ - "Alibaba Group", - "September 30, 2025", - "2024" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_8568fccd-44f2-5953-8e05-08be3b4850ba", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets p12]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Adjusted EBITDA and Adjusted EBITA", - "metadata": { - "length": 197, - "summary": "This section reports that Adjusted EBITDA decreased 36% year-over-year to RMB62,991 million and Adjusted EBITA decreased 44% year-over-year to RMB47,917 million for the six months ended September 30, 2025. The decline in Adjusted EBITA is attributed to investments in quick commerce, user experiences, and technology, which were partially offset by revenue growth in Alibaba China E-commerce Group, Cloud business improvements, and enhanced operating efficiencies.", - "page_nums": [ - 12 - ], - "keywords": [ - "Alibaba China E-commerce Group", - "Cloud" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_0444cb35-9a3f-569a-9fe7-4eb861279bcb", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets p12]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Adjusted EBITA by segment", - "metadata": { - "length": 197, - "summary": "The section titled 'Adjusted EBITA by segment' states that the detailed breakdown of Adjusted EBITA by segment, along with a reconciliation of income from operations to adjusted EBITA, is located in the previously mentioned section titled 'Six Months Ended September Segment Results'.", - "page_nums": [ - 12 - ], - "keywords": [ - "Alibaba Group", - "Alibaba China E-commerce Group", - "Cloud business" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_a673e1c3-9474-5dd0-8bbd-fdd055f61233", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets p12]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Interest and investment income, net", - "metadata": { - "length": 197, - "summary": "The section details the 'Interest and investment income, net' for the six months ended September 30, 2025. It reports an increase of 119% to RMB37,468 million (US$5,263 million) compared to the same period in 2024. The growth is attributed to mark-to-market changes from equity investments, gains from the disposal of Trendyol's local consumer service business, and a decrease in impairment of investments. A note clarifies that these investment gains and losses were excluded from non-GAAP net income.", - "page_nums": [ - 12 - ], - "keywords": [ - "Trendyol" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_f5ec0fcd-07b1-5e0b-bc41-3352c01fc339", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets p12]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Other (expense) income, net", - "metadata": { - "length": 197, - "summary": "The section titled \"Other (expense) income, net\" reports that for the six months ended September 30, 2025, the company recorded an income of RMB1,329 million (US$187 million), a significant turnaround from an expense of RMB1,221 million in the same period of 2024. This change was primarily driven by a decrease in net exchange losses resulting from fluctuations between the Renminbi and U.S. dollar.", - "page_nums": [ - 12 - ], - "keywords": [ - "Alibaba Group", - "Trendyol" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_05825d9e-9ce9-58ff-921e-58783b677e45", - "type": "page", - "content": "12\nIncome tax expenses\nIncome tax expenses in the six months ended September 30, 2025 were RMB14,415 million (US$2,024\nmillion), compared to RMB17,442 million in the same period of 2024.\nShare of results of equity method investees\nShare of results of equity method investees in the six months ended September 30, 2025 was RMB3,254\nmillion (US$457 million), an increase of 31% compared to RMB2,483 million in the same period of 2024.\nThe following table sets forth a breakdown of share of results of equity method investees for the periods\nindicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(in millions)\nShare of profit (loss) of equity method investees\n- Ant Group\n6,395\n4,280\n601\n- Others\n(1,334)\n1,126\n158\nImpairment loss\n(2,157)\n(5)\n(1)\nOthers(1)\n(421)\n(2,147)\n(301)\nTotal\n2,483\n3,254\n457\n(1) “Others” mainly include basis differences arising from equity method investees, share-based compensation expense related to\nshare-based awards granted to employees of our equity method investees, as well as gain or loss arising from the deemed\ndisposal of the equity method investees.\nWe record our share of results of all equity method investees one quarter in arrears. The share of net profit\nof other equity method investees recorded in the six months ended September 30 2025, compared to the\nshare of net losses in the same period last year, was primarily attributable to the overall improvement in the\nfinancial performance of our equity method investees. This was partly offset by the decrease in share of\nprofit of Ant Group, which was mainly attributable to investments in new growth initiatives and\ntechnologies.\nNet income and Non-GAAP net income\nOur net income in the six months ended September 30, 2025 was RMB62,994 million (US$8,849 million),\ncompared to RMB67,569 million in the same period of 2024, primarily attributable to the decrease in\nincome from operations, partly offset by the mark-to-market changes from our equity investments, gain from\nthe disposal of local consumer service business of Trendyol and the decrease in both the impairment of our\ninvestments and net exchange loss.\nExcluding non-cash share-based compensation expense, gains/losses of investments, impairment of goodwill\nand intangible assets, and certain other items, non-GAAP net income in the six months ended September 30,\n2025 was RMB43,862 million (US$6,161 million), a decrease of 43% compared to RMB77,209 million in\nthe same period of 2024, primarily attributable to the investment in quick commerce, user experiences, and\ntechnology, partly offset by double-digit revenue growth in Alibaba China E-commerce Group, the\nimproved operating results supported by continued growth in Cloud business, as well as enhanced operating\nefficiencies across various businesses. A reconciliation of net income to non-GAAP net income is included\nin the section entitled “Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP\nMeasures” of this Interim Report.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Income tax expenses", - "metadata": { - "length": 2971, - "summary": "The section reports income tax expenses for the six months ended September 30, 2025, amounting to RMB14,415 million (US$2,024 million), compared to RMB17,442 million in the same period of 2024.", - "page_nums": [ - 13 - ], - "keywords": [ - "September 30, 2025", - "RMB14,415 million", - "US$2,024 million", - "RMB17,442 million", - "2024" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_56c19b0f-ac0b-5211-8006-748c9331e323", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Income tax expenses p13]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Share of results of equity method investees", - "metadata": { - "length": 168, - "summary": "This section details the share of results from equity method investees for the six months ended September 30, 2025, reporting a total of RMB3,254 million (US$457 million), which represents a 31% increase compared to the same period in 2024. It includes a table breaking down the share of profit or loss by 'Ant Group' and 'Others', along with impairment losses and other adjustments. The text further explains that the recording of these results occurs one quarter in arrears and attributes changes in financial performance to factors such as investments in new growth initiatives.", - "page_nums": [ - 13 - ], - "keywords": [ - "Ant Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_571c878a-8017-5883-a671-56dbc5d074a9", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Income tax expenses p13]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income and Non-GAAP net income", - "metadata": { - "length": 168, - "summary": "This section details the company's net income and non-GAAP net income for the six months ended September 30, 2025. Net income was RMB62,994 million (US$8,849 million), a decrease from the prior year period, primarily due to lower income from operations but offset by mark-to-market changes on equity investments and gains from business disposals. Non-GAAP net income was RMB43,862 million (US$6,161 million), representing a 43% decrease compared to the same period in 2024, driven by investments in quick commerce and technology, partly offset by revenue growth in Alibaba China E-commerce Group and Cloud business.", - "page_nums": [ - 13 - ], - "keywords": [ - "Ant Group", - "Trendyol", - "Alibaba China E-commerce Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_4f8342f8-f21e-5765-916f-03df0d8fb0fe", - "type": "page", - "content": "13\nNet income attributable to ordinary shareholders\nNet income attributable to ordinary shareholders in the six months ended September 30, 2025 was\nRMB64,106 million (US$9,005 million), compared to RMB68,143 million in the same period of 2024,\nprimarily attributable to the decrease in income from operations, partly offset by the mark-to-market\nchanges from our equity investments, gain from the disposal of local consumer service business of Trendyol\nand the decrease in both the impairment of our investments and net exchange loss.\nDiluted earnings per ADS/share and non-GAAP diluted earnings per ADS/share\nDiluted earnings per ADS in the six months ended September 30, 2025 was RMB26.73 (US$3.75),\ncompared to RMB28.00 in the same period of 2024. Excluding non-cash share-based compensation expense,\ngains/losses of investments, impairment of goodwill and intangible assets, and certain other items, non-\nGAAP diluted earnings per ADS in the six months ended September 30, 2025 was RMB19.10 (US$2.68), a\ndecrease of 39% compared to RMB31.50 in the same period of 2024.\nDiluted earnings per share in the six months ended September 30, 2025 was RMB3.34 (US$0.47 or\nHK$3.66), compared to RMB3.50 in the same period of 2024. Excluding non-cash share-based\ncompensation expense, gains/losses of investments, impairment of goodwill and intangible assets, and\ncertain other items, non-GAAP diluted earnings per share in the six months ended September 30, 2025 was\nRMB2.39 (US$0.34 or HK$2.62), a decrease of 39% compared to RMB3.94 in the same period of 2024.\nA reconciliation of diluted earnings per ADS/share to non-GAAP diluted earnings per ADS/share is\nincluded in the section entitled “Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S.\nGAAP Measures” of this Interim Report. Each ADS represents eight ordinary shares.\nCash and cash equivalents, short-term investments and other treasury investments\nAs of September 30, 2025, cash and cash equivalents, short-term investments and other treasury investments\nincluded in equity securities and other investments on the consolidated balance sheets, of which that are\nunrestricted for withdrawal and use, were RMB573,889 million (US$80,614 million), compared to\nRMB597,132 million as of March 31, 2025. Other treasury investments consist of fixed deposits, certificate\nof deposits and marketable debt securities with original maturities over one year for treasury purposes. The\ndecrease in cash and cash equivalents, short-term investments and other treasury investments of RMB23,243\nmillion during the six months ended September 30, 2025, was primarily due to (i) free cash flow outflow of\nRMB40,655 million (US$5,711 million), (ii) dividend payment of RMB33,621 million (US$4,723 million),\n(iii) cash used in repurchase of ordinary shares of RMB7,638 million (US$1,073 million), partly offset by\n(iv) net proceeds from issuance of convertible unsecured senior notes and payments for capped call\ntransactions of RMB20,994 million (US$2,949 million), (v) net proceeds from bank borrowings of\nRMB17,804 million (US$2,501 million), (vi) net proceeds from issuance of exchangeable bonds of\nRMB10,986 million (US$1,543 million) and (vii) proceeds of RMB12,026 million (US$1,689 million) from\nthe disposal of Intime and local consumer service business of Trendyol.\nNet cash provided by operating activities and free cash flow\nDuring the six months ended September 30, 2025, net cash provided by operating activities was RMB30,771\nmillion (US$4,322 million), a decrease of 53% compared to RMB65,074 million in the same period of 2024.\nFree cash flow, a non-GAAP measurement of liquidity, was an outflow of RMB40,655 million (US$5,711\nmillion), compared to an inflow of RMB31,107 million in the same period of 2024. The decrease in free\ncash flow was mainly attributed to the increase in our cloud infrastructure expenditure and the investment in\nquick commerce. A reconciliation of net cash provided by operating activities to free cash flow is included\nin the section entitled “Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP\nMeasures” of this Interim Report.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income attributable to ordinary shareholders", - "metadata": { - "length": 4143, - "summary": "The section details the net income attributable to ordinary shareholders for the six months ended September 30, 2025, which was RMB64,106 million (US$9,005 million), a decrease from RMB68,143 million in the same period of 2024. The decline is primarily attributed to decreased income from operations, partially offset by mark-to-market changes on equity investments, gains from disposing of the local consumer service business Trendyol, and reduced impairment losses and net exchange losses.", - "page_nums": [ - 14 - ], - "keywords": [ - "Trendyol", - "Intime" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_0c921161-9af1-57dd-b9e0-1df48c3fa714", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income attributable to ordinary shareholders p14]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Diluted earnings per ADS∕share and non-GAAP diluted earnings per ADS∕share", - "metadata": { - "length": 197, - "summary": "This section details the diluted earnings per ADS/share and non-GAAP diluted earnings per ADS/share for the six months ended September 30, 2025. It reports a decrease in both GAAP and non-GAAP metrics compared to the same period in 2024. The text also provides corresponding figures for diluted earnings per ordinary share and notes that each ADS represents eight ordinary shares.", - "page_nums": [ - 14 - ], - "keywords": [ - "September 30, 2025", - "2024" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_5c1dc3f4-be00-5a49-b39d-c25f461a9d2b", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income attributable to ordinary shareholders p14]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cash and cash equivalents, short-term investments and other treasury investments", - "metadata": { - "length": 197, - "summary": "This page details the financial performance of a company for the six months ended September 30, 2025. It covers net income attributable to ordinary shareholders, diluted earnings per ADS/share (both GAAP and non-GAAP), and cash flow metrics including free cash flow. The text also explains changes in cash and treasury investments, attributing decreases to factors like dividend payments and share repurchases.", - "page_nums": [ - 14 - ], - "keywords": [ - "Trendyol", - "Intime" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_04dd0a37-45a3-5517-adc3-e0b6e1fb9eaf", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income attributable to ordinary shareholders p14]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash provided by operating activities and free cash flow", - "metadata": { - "length": 197, - "summary": "This section details the financial performance regarding net cash provided by operating activities and free cash flow for the six months ended September 30, 2025. It reports that net cash from operating activities was RMB30,771 million (US$4,322 million), a 53% decrease compared to the same period in 2024. Additionally, it describes free cash flow as a non-GAAP liquidity measure, noting an outflow of RMB40,655 million (US$5,711 million) for the current period versus an inflow of RMB31,107 million in 2024. The text attributes the decrease in free cash flow primarily to increased cloud infrastructure expenditure and investments in quick commerce.", - "page_nums": [ - 14 - ], - "keywords": [ - "September 30, 2025", - "RMB30,771 million", - "US$4,322 million", - "2024", - "RMB65,074 million", - "free cash flow", - "RMB40,655 million", - "US$5,711 million", - "RMB31,107 million", - "cloud infrastructure", - "quick commerce" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_9a6a83ec-6194-57e2-8fd1-9f93dc47ee6f", - "type": "page", - "content": "14\nNet cash used in investing activities\nDuring the six months ended September 30, 2025, net cash used in investing activities of RMB51,324\nmillion (US$7,209 million) primarily reflected capital expenditures of RMB70,177 million (US$9,858\nmillion) and net increase in short-term investments and other treasury investments by RMB11,119 million\n(US$1,562 million), partly offset by net cash inflow of RMB29,710 million (US$4,173 million) for\ninvestment and acquisition activities.\nNet cash provided by financing activities\nDuring the six months ended September 30, 2025, net cash provided by financing activities of RMB8,171\nmillion (US$1,148 million) primarily reflected cash provided by net proceeds from issuance of convertible\nunsecured senior notes and payments for capped call transactions of RMB20,994 million (US$2,949\nmillion), net proceeds from bank borrowings of RMB17,804 million (US$2,501 million), and net proceeds\nfrom issuance of exchangeable bonds of RMB10,986 million (US$1,543 million), partly offset by dividend\npayment of RMB33,621 million (US$4,723 million), and cash used in repurchase of ordinary shares of\nRMB7,638 million (US$1,073 million).\nEmployees\nAs of September 30, 2025, we had a total of 126,661 employees, compared to 124,320 as of March 31,\n2025.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash used in investing activities", - "metadata": { - "length": 1280, - "summary": "The section details the net cash used in investing activities for the six months ended September 30, 2025. It reports a total outflow of RMB51,324 million (US$7,209 million), primarily driven by capital expenditures of RMB70,177 million and an increase in short-term investments. These outflows were partially offset by a net cash inflow of RMB29,710 million from investment and acquisition activities.", - "page_nums": [ - 15 - ], - "keywords": [ - "September 30, 2025", - "RMB51,324 million", - "US$7,209 million", - "RMB70,177 million", - "US$9,858 million", - "RMB11,119 million", - "US$1,562 million", - "RMB29,710 million", - "US$4,173 million" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_ae359c4e-89a1-5307-b378-49492dc8dd1e", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash used in investing activities p15]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash provided by financing activities", - "metadata": { - "length": 186, - "summary": "The section details the net cash provided by financing activities for the six months ended September 30, 2025. It reports a total of RMB8,171 million (US$1,148 million), primarily driven by proceeds from convertible unsecured senior notes, bank borrowings, and exchangeable bonds. These inflows were offset by payments for capped call transactions, dividend payments, and the repurchase of ordinary shares.", - "page_nums": [ - 15 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_b5610f13-9674-5959-8cbc-29a2d4bb00da", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash used in investing activities p15]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Employees", - "metadata": { - "length": 186, - "summary": "The section titled 'Employees' reports the total number of employees as of September 30, 2025 (126,661) and compares it to the count from March 31, 2025 (124,320).", - "page_nums": [ - 15 - ], - "keywords": [ - "September 30, 2025", - "March 31, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_1d02e509-4be3-5087-9b10-0a91aa89e32d", - "type": "page", - "content": "15\nReconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures\nThe table below sets forth a reconciliation of our net income to adjusted EBITA and adjusted EBITDA for\nthe periods indicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(in millions)\nNet income\n67,569\n62,994\n8,849\nAdjustments to reconcile net income to adjusted EBITA and adjusted EBITDA:\nInterest and investment income, net\n(17,129)\n(37,468)\n(5,263)\nInterest expense\n4,615\n4,995\n702\nOther expense (income), net\n1,221\n(1,329)\n(187)\nIncome tax expenses\n17,442\n14,415\n2,024\nShare of results of equity method investees\n(2,483)\n(3,254)\n(457)\nIncome from operations\n71,235\n40,353\n5,668\nNon-cash share-based compensation expense\n7,775\n6,076\n854\nAmortization and impairment of intangible assets, and others\n3,441\n1,488\n209\nProvision for the shareholder class action lawsuits\n3,145\n–\n–\nAdjusted EBITA\n85,596\n47,917\n6,731\nDepreciation and impairment of property and equipment, and operating lease cost\nrelating to land use rights\n12,892\n15,074\n2,117\nAdjusted EBITDA\n98,488\n62,991\n8,848", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures", - "metadata": { - "length": 1072, - "summary": "The page displays a financial table titled 'Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures'. It details the reconciliation of net income to adjusted EBITA and adjusted EBITDA for the six months ended September 30, 2024, and 2025. The data is presented in millions of RMB and US dollars.", - "page_nums": [ - 16 - ], - "keywords": [ - "September 30", - "2024", - "2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_85b35acd-f064-5c28-bcf5-dc718458480f", - "type": "page", - "content": "16\nReconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures \n(Continued)\nThe table below sets forth a reconciliation of our net income to non-GAAP net income for the periods\nindicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(in millions)\nNet income\n67,569\n62,994\n8,849\nAdjustments to reconcile net income to non-GAAP net income:\nNon-cash share-based compensation expense\n7,775\n6,076\n854\nAmortization and impairment of intangible assets\n3,441\n1,633\n229\nProvision for the shareholder class action lawsuits\n3,145\n–\n–\nGain on deemed disposals/disposals/revaluation of investments\n(8,116)\n(29,320)\n(4,119)\nImpairment of investments, and others\n5,067\n2,455\n345\nTax effects(1)\n(1,672)\n24\n3\nNon-GAAP net income\n77,209\n43,862\n6,161\n(1) Tax effects primarily comprise tax effects relating to non-cash share-based compensation expense, amortization and\nimpairment of intangible assets and certain gains and losses from investments, and others.\n\n17\nReconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures \n(Continued)\nThe table below sets forth a reconciliation of our diluted earnings per share/ADS to non-GAAP diluted\nearnings per share/ADS for the periods indicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(in millions, except per share data)\nNet income attributable to ordinary shareholders – basic\n68,143\n64,106\n9,005\nDilution effect on earnings arising from non-cash share-based awards operated by\nequity method investees and subsidiaries\n(131)\n(258)\n(36)\nAdjustments for interest expense attributable to convertible unsecured senior notes\n95\n143\n20\nNet income attributable to ordinary shareholders – diluted\n68,107\n63,991\n8,989\nNon-GAAP adjustments to net income attributable to ordinary shareholders(1)\n8,521\n(18,250)\n(2,564)\nNon-GAAP net income attributable to ordinary shareholders for computing\nnon-GAAP diluted earnings per share/ADS\n76,628\n45,741\n6,425\nWeighted average number of shares on a diluted basis for computing non-GAAP\ndiluted earnings per share/ADS (million shares)(2)\n19,459\n19,154\nDiluted earnings per share(2)(3)\n3.50\n3.34\n0.47\nNon-GAAP diluted earnings per share(2)(4)\n3.94\n2.39\n0.34\nDiluted earnings per ADS(2)(3)\n28.00\n26.73\n3.75\nNon-GAAP diluted earnings per ADS(2)(4)\n31.50\n19.10\n2.68\n(1) Non-GAAP adjustments excluding the attributions to the noncontrolling interests. See the table above for items regarding the\nreconciliation of net income to non-GAAP net income (before excluding the attributions to the noncontrolling interests).\n(2) Each ADS represents eight ordinary shares.\n(3) Diluted earnings per share is derived from dividing net income attributable to ordinary shareholders by the weighted average\nnumber of outstanding ordinary shares, on a diluted basis. Diluted earnings per ADS is derived from the diluted earnings per\nshare after adjusting for the ordinary share-to-ADS ratio.\n(4) Non-GAAP diluted earnings per share is derived from dividing non-GAAP net income attributable to ordinary shareholders\nby the weighted average number of outstanding ordinary shares for computing non-GAAP diluted earnings per share, on a\ndiluted basis. Non-GAAP diluted earnings per ADS is derived from the non-GAAP diluted earnings per share after adjusting\nfor the ordinary share-to-ADS ratio.\n\n18\nReconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures \n(Continued)\nThe table below sets forth a reconciliation of net cash provided by operating activities to free cash flow for\nthe periods indicated:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(in millions)\nNet cash provided by operating activities\n65,074\n30,771\n4,322\nLess: Purchase of property and equipment (excluding land use rights and construction\nin progress relating to office campuses)\n(28,916)\n(70,057)\n(9,841)\nLess: Changes in the buyer protection fund deposits\n(5,051)\n(1,369)\n(192)\nFree cash flow\n31,107\n(40,655)\n(5,711)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures (Continued)", - "metadata": { - "length": 3919, - "summary": "This section presents three reconciliation tables detailing the conversion of U.S. GAAP financial measures to non-GAAP measures for the six months ended September 30, 2024 and 2025. The first table reconciles net income to non-GAAP net income, accounting for adjustments such as share-based compensation and impairment losses. The second table reconciles diluted earnings per share (and ADS) to non-GAAP diluted earnings per share (and ADS), incorporating adjustments for interest expense and noncontrolling interests. The third table reconciles net cash provided by operating activities to free cash flow by deducting purchases of property and equipment and changes in buyer protection fund deposits.", - "page_nums": [ - 17, - 18, - 19 - ], - "keywords": [ - "September 30", - "U.S. GAAP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - }, - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - }, - { - "page_num": 19, - "artifact_ref": "page_citation_assets/page-19.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1756 - } - ] - } - }, - { - "chunk_id": "node_66de4a38-0228-5801-9dbe-b3022367bd8c", - "type": "page", - "content": "19\nNon-GAAP Financial Measures \nTo supplement our unaudited condensed consolidated financial statements, which are prepared and presented in \naccordance with GAAP, we use the following non-GAAP financial measures: for our consolidated results, \nadjusted EBITDA (including adjusted EBITDA margin), adjusted EBITA (including adjusted EBITA margin), \nnon-GAAP net income, non-GAAP diluted earnings per share/ADS and free cash flow. For more information \non these non-GAAP financial measures, please refer to the table captioned “Reconciliations of Non-GAAP \nMeasures to the Nearest Comparable U.S. GAAP Measures” in this Interim Report. \nWe believe that adjusted EBITDA, adjusted EBITA, non-GAAP net income and non-GAAP diluted earnings \nper share/ADS help identify underlying trends in our business that could otherwise be distorted by the effect of \ncertain income or expenses that we include in income from operations, net income and diluted earnings per \nshare/ADS. We believe that these non-GAAP measures provide useful information about our core operating \nresults, enhance the overall understanding of our past performance and future prospects and allow for greater \nvisibility with respect to key metrics used by our management in its financial and operational decision-making. \nWe present three different income measures, namely adjusted EBITDA, adjusted EBITA and non-GAAP net \nincome in order to provide more information and greater transparency to investors about our operating results.\nWe consider free cash flow to be a liquidity measure that provides useful information to management and \ninvestors about the amount of cash generated by our business that can be used for strategic corporate \ntransactions, including investing in our new business initiatives, making strategic investments and acquisitions \nand strengthening our balance sheet. \nAdjusted EBITDA, adjusted EBITA, non-GAAP net income, non-GAAP diluted earnings per share/ADS and \nfree cash flow should not be considered in isolation or construed as an alternative to income from operations, \nnet income, diluted earnings per share/ADS, cash flows or any other measure of performance or as an indicator \nof our operating performance. These non-GAAP financial measures presented here do not have standardized \nmeanings prescribed by U.S. GAAP and may not be comparable to similarly titled measures presented by other \ncompanies. Other companies may calculate similarly titled measures differently, limiting their usefulness as \ncomparative measures to our data.\nAdjusted EBITDA represents net income before interest and investment income, net, interest expense, other \nincome (expense), net, income tax expenses, share of results of equity method investees, certain non-cash \nexpenses, consisting of share-based compensation expense, amortization and impairment of intangible assets, \nimpairment of goodwill, depreciation and impairment of property and equipment, and operating lease cost \nrelating to land use rights, and others (including provision in relation to matters outside the ordinary course of \nbusiness), which we do not believe are reflective of our core operating performance during the periods \npresented.\nAdjusted EBITA represents net income before interest and investment income, net, interest expense, other \nincome (expense), net, income tax expenses, share of results of equity method investees, certain non-cash \nexpenses, consisting of share-based compensation expense, amortization and impairment of intangible assets, \nimpairment of goodwill, and others (including provision in relation to matters outside the ordinary course of \nbusiness), which we do not believe are reflective of our core operating performance during the periods \npresented.\nNon-GAAP net income represents net income before non-cash share-based compensation expense, \namortization and impairment of intangible assets, gain or loss on deemed disposals/disposals/revaluation of", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures", - "metadata": { - "length": 3944, - "summary": "This page details the company's Non-GAAP Financial Measures, explaining the rationale for using metrics such as adjusted EBITDA, adjusted EBITA, non-GAAP net income, and free cash flow to supplement GAAP financial statements. It defines these terms by listing specific adjustments made to net income, such as excluding share-based compensation and amortization, and notes that these measures are not standardized under U.S. GAAP.", - "page_nums": [ - 20 - ], - "keywords": [ - "U.S. GAAP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_eb160a96-06bf-56b3-9e14-a9ac2b804206", - "type": "page", - "content": "20\ninvestments, impairment of goodwill and investments, and others (including provision in relation to matters \noutside the ordinary course of business), and adjustments for the tax effects.\nNon-GAAP diluted earnings per share represents non-GAAP net income attributable to ordinary shareholders \ndivided by the weighted average number of outstanding ordinary shares for computing non-GAAP diluted \nearnings per share on a diluted basis. Non-GAAP diluted earnings per ADS represents non-GAAP diluted \nearnings per share after adjusting for the ordinary share-to-ADS ratio.\nFree cash flow represents net cash provided by operating activities as presented in our unaudited condensed \nconsolidated cash flow statement less purchases of property and equipment (excluding acquisition of land use \nrights and construction in progress relating to office campuses) and intangible assets (excluding those acquired \nthrough acquisitions), as well as adjustments to exclude from net cash provided by operating activities the buyer \nprotection fund deposits from merchants on our marketplaces. We deduct certain items of cash flows from \ninvesting activities in order to provide greater transparency into cash flow from our revenue-generating business \noperations. We exclude “acquisition of land use rights and construction in progress relating to office campuses” \nbecause the office campuses are used by us for corporate and administrative purposes and are not directly \nrelated to our revenue-generating business operations. We also exclude buyer protection fund deposits from \nmerchants on our marketplaces because these deposits are restricted for the purpose of compensating buyers for \nclaims against merchants.\nThe table captioned “Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP \nMeasures” in this Interim Report has more details on the non-GAAP financial measures that are most directly \ncomparable to GAAP financial measures and the related reconciliations between these financial measures.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Non-GAAP diluted earnings per share", - "metadata": { - "length": 2015, - "summary": "The section defines 'Non-GAAP diluted earnings per share' as non-GAAP net income attributable to ordinary shareholders divided by the weighted average number of outstanding ordinary shares. It also defines 'Non-GAAP diluted earnings per ADS' as the adjusted figure after accounting for the ordinary share-to-ADS ratio.", - "page_nums": [ - 21 - ], - "keywords": [ - "Non-GAAP diluted earnings per share", - "Non-GAAP diluted earnings per ADS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_eeb35b6d-891f-5fef-ab61-6b863085fd0d", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Non-GAAP diluted earnings per share p21]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Free cash flow", - "metadata": { - "length": 126, - "summary": "The section titled 'Free cash flow' defines the metric as net cash provided by operating activities, adjusted to exclude purchases of property and equipment (specifically excluding land use rights and construction for office campuses) and intangible assets. It also details the exclusion of buyer protection fund deposits from merchants to provide transparency into revenue-generating operations. The text explains that these exclusions are made because office campus costs are administrative rather than operational and buyer protection funds are restricted for compensating buyers.", - "page_nums": [ - 21 - ], - "keywords": [ - "U.S. GAAP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_14fa9184-6f13-5f8e-9008-6d6ffd5b3f33", - "type": "page", - "content": "21\nOther Financial Information\nLiquidity and Capital Resources\nWe fund our operations and strategic investments from cash generated from our operations and through debt\nand equity financing. We generated RMB65,074 million and RMB30,771 million (US$4,322 million) of cash\nfrom operating activities for the six months ended September 30, 2024 and 2025, respectively. As of September\n30, 2025, we had cash and cash equivalents, short-term investments and other treasury investments of\nRMB573,889 million (US$80,614 million) that are unrestricted for withdrawal and use. Short-term investments\ninclude investments in fixed deposits with original maturities between three months and one year and certain\ninvestments in wealth management products, certificates of deposits, marketable debt securities and other\ninvestments whereby we have the intention to redeem within one year. Other treasury investments mainly\ninclude investments in fixed deposits, certificates of deposits and marketable debt securities with original\nmaturities over one year for treasury purposes. The remaining maturities of these treasury investments held by\nus generally range from one to five years.\nWe believe that our current levels of cash and cash flows from operations will be sufficient to meet our\nanticipated cash needs for at least the next twelve months. However, we may need additional cash resources in\nthe future if we find and wish to pursue opportunities for investment, acquisition, strategic cooperation or other\nsimilar actions, which may include investing in technology, infrastructure, including data management and\nanalytics solutions, or related talent. If we determine that our cash requirements exceed our amounts of cash on\nhand or if we decide to further optimize our capital structure, we may seek to issue additional debt or equity\nsecurities or obtain credit facilities or other sources of funding.\nIn July 2025, we issued zero coupon exchangeable bonds due 2032 by reference to the ordinary shares of our \nsubsidiary, Alibaba Health Information Technology Limited, that are listed on the Hong Kong Stock Exchange, \nfor an aggregate principal amount of approximately HK$12 billion.\nIn September 2025, we issued zero coupon convertible unsecured senior notes due 2032 for an aggregate \nprincipal amount of approximately US$3.2 billion. \nWe have made a series of amendments to our syndicated loan facility. Subsequent to the partial repayment of \nUS$830 million in January 2025, the size of the US$4.0 billion syndicated loan was reduced to US$3.17 billion. \nIn September 2025, we amended the loan facility and reduced the pricing terms to Secured Overnight Financing \nRate (“SOFR”) plus 66 basis points. Effective on November 28, 2025, the facility was restructured as a \nrevolving credit facility with drawdowns permitted in both U.S. dollars and Hong Kong dollars, and the \nexpiration date of the facility was extended to September 30, 2028, with an option to further extend to \nSeptember 30, 2030. The interest rate of the credit facility is 66 basis points over SOFR or Hong Kong \nInterbank Offered Rate (“HIBOR”), and the margin will be 81 basis points for the optional extension period. \nSubsequently, we submitted a prepayment notice to repay the outstanding balance of US$3.17 billion under \nthe revolving credit facility. \nIn September 2025, we amended the terms of a US$6.5 billion revolving credit facility agreement. The size of \nthe credit facility was amended to US$3.33 billion and the utilization currency was also amended from U.S. \ndollar only to both U.S. dollar and Hong Kong dollar. The interest rate of the credit facility was adjusted to \nSOFR or HIBOR plus 66 basis points. The expiration date of the credit facility was extended from June 24, \n2026 to September 30, 2028, with an option to further extend to September 30, 2030 and the margin will be 81 \nbasis points for the optional extension period. We have not yet drawn down this facility.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Other Financial Information", - "metadata": { - "length": 3967, - "summary": "This page details the company's liquidity and capital resources, highlighting cash generation from operations for the six months ended September 30, 2024 and 2025. It outlines current cash holdings, investment types, and future funding needs related to strategic opportunities like technology investments. The text also describes recent financial activities, including the issuance of zero coupon exchangeable bonds and convertible senior notes in 2025, as well as amendments to syndicated loan facilities.", - "page_nums": [ - 22 - ], - "keywords": [ - "Alibaba Health Information Technology Limited", - "Hong Kong Stock Exchange" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_89f75eca-f620-515e-b971-8e772b3194aa", - "type": "page", - "content": "22\nThe Group monitors its financial health and liquidity position by reviewing its total debts to adjusted EBITDA \nratio and total debts to total capital ratio. Our total debts is defined as the sum of bank borrowings, unsecured \nsenior notes, convertible unsecured senior notes and exchangeable bonds. Our total debts to adjusted EBITDA \nratio is calculated by dividing total debts by adjusted EBITDA for the last twelve months. Our total debts to \ntotal capital ratio is calculated by dividing total debts by total capital. Total capital is calculated as total equity \nplus total debts. The Group’s total debts to adjusted EBITDA ratio was 1.14 and 1.69 as at March 31, 2025 and \nSeptember 30, 2025, respectively. The Group's total debts to total capital ratio was 17.62% and 20.35% as at \nMarch 31, 2025 and September 30, 2025, respectively.\nSignificant Investments\nOur significant investment consists of Ant Group. Ant Group provides comprehensive digital payment services \nand facilitates digital financial and value-added services for consumers and merchants, in China and across the \nworld. As of September 30, 2025, our equity interest in Ant Group on a fully diluted basis was 33%. During the \nsix months ended September 30, 2025, dividend received from Ant Group amounted to RMB3,293 million \n(US$463 million).\nWe did not hold any other significant investments as of September 30, 2025.\nMaterial Investments, Acquisitions and Dispositions\nOur material investments, acquisitions and dispositions in the six months ended September 30, 2025 and the\nperiod through the date of this Interim Report are set forth below.\nIn May 2025, we agreed to sell 85% of the equity interest in Trendyol GO, a wholly-owned subsidiary of \nTrendyol that operates local service business in Türkiye (the “Disposal”). The cash consideration for the \nDisposal is approximately US$0.7 billion (RMB5 billion). The Disposal was completed during the six months \nended September 30, 2025.\nSave as disclosed above, as at the date of this Interim Report, the Group did not have detailed future plans for \nmaterial investments or capital assets.\nPledge of Assets\nCertain of the Group’s bank borrowings are collateralized by a pledge of certain buildings and property\nimprovements, construction in progress and land use rights in the PRC, receivables and other treasury\ninvestments with carrying values of RMB30,213 million and RMB25,417 million, as of March 31, 2025 and\nSeptember 30, 2025, respectively. In addition, certain of the Group's payables are collateralized by a pledge of\ncertain short-term investments and other treasury investments with carrying values of RMB3,697 million and\nRMB4,155 million as of March 31, 2025 and September 30, 2025, respectively.\nForeign Exchange Risk\nForeign currency risk arises from future commercial transactions, recognized assets and liabilities and net\ninvestments in foreign operations. Although we operate businesses in different countries and regions, most of\nour revenue-generating transactions, and a majority of our expense-related transactions, are denominated in\nRenminbi, which is the functional currency of our major operating subsidiaries and the reporting currency of\nour financial statements. When considered appropriate, we enter into hedging activities with regard to exchange \nrate risk.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Significant Investments", - "metadata": { - "length": 3323, - "summary": "The section details the Group's significant investment in Ant Group, a provider of digital payment and financial services. As of September 30, 2025, the Group held a 33% equity interest on a fully diluted basis and received dividends totaling RMB3,293 million (US$463 million) during the six months ended that date. The text confirms no other significant investments were held as of that date.", - "page_nums": [ - 23 - ], - "keywords": [ - "Ant Group", - "China" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_5069de55-2991-54df-89e0-231dcafd7ec4", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Significant Investments p23]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Material Investments, Acquisitions and Dispositions", - "metadata": { - "length": 114, - "summary": "The section details the Group's material investments, acquisitions, and dispositions for the six months ended September 30, 2025. The primary event described is the disposal of an 85% equity interest in Trendyol GO, a wholly-owned subsidiary operating in Türkiye. This transaction was completed during the period with a cash consideration of approximately US$0.7 billion (RMB5 billion). The text also notes that aside from this disposal, there were no detailed future plans for material investments or capital assets as of the report date.", - "page_nums": [ - 23 - ], - "keywords": [ - "Trendyol GO", - "Trendyol", - "Türkiye" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_d54d504a-133f-57d6-ace6-56ec1a2aa698", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Significant Investments p23]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Pledge of Assets", - "metadata": { - "length": 114, - "summary": "The section details the collateralization of the Group's bank borrowings and payables. Bank borrowings are secured by buildings, property improvements, construction in progress, land use rights in the PRC, receivables, and treasury investments with carrying values of RMB30,213 million (March 31, 2025) and RMB25,417 million (September 30, 2025). Additionally, certain payables are collateralized by short-term and other treasury investments valued at RMB3,697 million and RMB4,155 million for the respective dates.", - "page_nums": [ - 23 - ], - "keywords": [ - "PRC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_6002d3e8-7928-5900-8614-d6816ed7c3a6", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Significant Investments p23]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Foreign Exchange Risk", - "metadata": { - "length": 114, - "summary": "The section explains that foreign currency risk stems from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations. It notes that while the company operates in various countries, most revenue-generating and expense-related transactions are denominated in Renminbi (RMB), which serves as the functional currency for major operating subsidiaries and the reporting currency for financial statements. The company engages in hedging activities when appropriate to manage exchange rate risk.", - "page_nums": [ - 23 - ], - "keywords": [ - "Renminbi" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_2011bc72-f708-52f8-9dc9-59c1d83067a4", - "type": "page", - "content": "23\nThe value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among\nother things, changes in political and economic conditions and the foreign exchange policy adopted by the\ngovernments. It is difficult to predict how market forces or PRC or U.S. government policy may impact the\nexchange rate between the Renminbi and the U.S. dollar in the future. There remains significant international\npressure on the PRC government to adopt a more flexible currency policy, which could result in greater\nfluctuations of the Renminbi against the U.S. dollar.\nTo the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the\nRenminbi against the U.S. dollar would reduce the Renminbi amount we receive from the conversion.\nConversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for\ndividends on our ordinary shares or ADSs, servicing our outstanding debts, or for other business purposes,\nappreciation of the U.S. dollar against the Renminbi would reduce the U.S. dollar amounts available to us.\nContingent Liabilities\nSave as disclosed in this Interim Report, as at September 30, 2025, the Group had no material contingent \nliabilities.\nCapital Expenditure and Capital Commitment\nOur capital expenditures have been incurred primarily in relation to (i) the acquisition of computer equipment \nand construction of data centers relating to our Cloud business and the operation of our mobile platforms and \nwebsites; (ii) the acquisition of infrastructure for logistics services and direct sales businesses; and (iii) the \nacquisition of land use rights and construction of corporate campuses and office facilities. In the six months \nended September 30, 2024 and 2025, our capital expenditures totaled RMB29,585 million and RMB70,177 \nmillion (US$9,858 million), respectively. \nThe Group’s capital commitments primarily relate to capital expenditures contracted for purchase of property \nand equipment, including the construction of corporate campuses. Total capital commitments contracted but not \nprovided for amounted to RMB45,321 million and RMB29,483 million (US$4,141 million) as of March 31, \n2025 and September 30, 2025, respectively. \nRemuneration Policy\nAlibaba Group periodically reviews its remuneration policy and compensation packages to ensure they are\ncompetitive within the industry. Furthermore, discretionary bonuses and other long-term incentives may be\nawarded to selected employees based on various factors including but not limited to individual performance and\nthe overall performance of our business. We have established learning and training programs to develop our\nemployees both personally and professionally, helping them to better realize their potential and create value,\nthereby supporting their long-term career success.\nThe Company’s subsidiaries in the PRC participate in a government-mandated multi-employer defined\ncontribution plan. These plans provide employees with housing, pension, medical, maternity, work-related\ninjury and unemployment benefits, as well as other welfare benefits. The relevant labor regulations require the\nCompany’s subsidiaries in the PRC to make monthly contributions to the local labor and social security\nauthorities based on the applicable benchmarks and rates stipulated by the local government. Additionally, we\nprovide commercial health and accidental insurance for our employees. The Company’s subsidiaries also\nformulate their own unique benefit plans and assistance programs tailored to their specific business needs.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Contingent Liabilities", - "metadata": { - "length": 3605, - "summary": "The section states that as of September 30, 2025, the Group had no material contingent liabilities, save for those disclosed in the Interim Report.", - "page_nums": [ - 24 - ], - "keywords": [ - "Group", - "Interim Report" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_08072f27-8a5f-5642-a4c8-45e570081ca6", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Contingent Liabilities p24]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Capital Expenditure and Capital Commitment", - "metadata": { - "length": 113, - "summary": "This section details the Group's capital expenditures and commitments. Expenditures primarily relate to computer equipment, data centers for Cloud business, mobile platforms, logistics infrastructure, and corporate campuses. Capital expenditures totaled RMB29,585 million for the six months ended September 30, 2024, and RMB70,177 million (US$9,858 million) for the same period in 2025. Capital commitments, mainly for property and equipment including corporate campuses, amounted to RMB45,321 million as of March 31, 2025, and RMB29,483 million (US$4,141 million) as of September 30, 2025.", - "page_nums": [ - 24 - ], - "keywords": [ - "PRC", - "U.S.", - "September 30, 2024", - "September 30, 2025", - "March 31, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_b74f3454-c5d6-5ca9-9bee-65b2a2144883", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Contingent Liabilities p24]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Remuneration Policy", - "metadata": { - "length": 113, - "summary": "The section outlines Alibaba Group's remuneration policy, which is periodically reviewed to ensure competitiveness. It covers discretionary bonuses and long-term incentives based on performance, as well as learning and training programs for employee development. Additionally, it details the mandatory government-defined contribution plans (housing, pension, medical, etc.) required for subsidiaries in the PRC, alongside commercial insurance and tailored benefit programs.", - "page_nums": [ - 24 - ], - "keywords": [ - "Alibaba Group", - "PRC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_81eccaab-378d-583c-b234-17f4fbcd424c", - "type": "page", - "content": "24\nAlibaba Group also makes payments to other defined contribution plans and defined benefit plans for the\nbenefit of employees employed by subsidiaries outside of the PRC.\nShare-based awards such as restricted share units, incentive and non-statutory stock options, restricted shares\nand share appreciation rights may be granted to any directors, employees, service providers and consultants of\nAlibaba Group or affiliated companies under equity incentive plans adopted since the inception of the\nCompany. For details of Alibaba Group's equity incentive plans, please refer to the section titled “Equity\nIncentive Plans”.\nSubsequent Events\nSave as disclosed in this Interim Report, as at the date of this Interim Report, there were no significant events\nthat might affect Alibaba Group since September 30, 2025.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Subsequent Events", - "metadata": { - "length": 812, - "summary": "This page details Alibaba Group's employee benefit plans, including defined contribution and benefit plans for subsidiaries outside the PRC. It outlines share-based awards such as restricted share units and stock options available to directors, employees, and consultants under equity incentive plans. The 'Subsequent Events' section states that no significant events affecting Alibaba Group have occurred since September 30, 2025.", - "page_nums": [ - 25 - ], - "keywords": [ - "Alibaba Group", - "PRC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_2b65328b-4ac7-539b-adad-cc903d36716f", - "type": "page", - "content": "25\nDIRECTORS AND CHIEF EXECUTIVE OFFICER\nThe following table sets forth certain information relating to our directors and chief executive officer.\nName(1)\nAge\nPosition/Title\nJoseph C. TSAI†(a)\n61\nChairman\nEddie Yongming WU†(b)\n50\nDirector and Chief Executive Officer\nJ. Michael EVANS†(a)\n68\nDirector and President\nMaggie Wei WU†(c)\n57\nDirector(d)\nJerry YANG(b)\n57\nIndependent director\nWan Ling MARTELLO(b)\n67\nIndependent director\nWeijian SHAN(c)\n72\nIndependent director\nIrene Yun-Lien LEE(a)\n72\nIndependent director\nAlbert Kong Ping NG(b)\n68\nIndependent director\nKabir MISRA(c)\n56\nIndependent director\n† Director nominated by the Alibaba Partnership.\n(a)\nGroup I directors. Current term of office will expire at our 2027 annual general meeting.\n(b)\nGroup II directors. Current term of office will expire at our 2028 annual general meeting.\n(c)\nGroup III directors. Current term of office will expire at our 2026 annual general meeting.\n(d)\nBeginning from April 1, 2025, Maggie Wu has started to serve as a non-executive director.\n(1) The business address of our directors is 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong SAR., the People's Republic of China.\nBiographical Information\n \nJoseph C. TSAI (蔡崇信) joined our company in 1999 as a member of the Alibaba founding team and has\nserved on our board of directors since our inception. He was chief financial officer until 2013, our executive\nvice chairman until September 2023 and currently serves as our Chairman. Joe is a founding member of the\nAlibaba Partnership and a board member of our affiliate Ant Group. From 1995 to 1999, Joe was a private\nequity investor based in Asia with Investor AB of Sweden’s Wallenberg family. Prior to that, he was general\ncounsel of Rosecliff, Inc., a management buyout firm based in New York. From 1990 to 1993, Joe was an\nassociate attorney in the tax group of Sullivan & Cromwell LLP, a New York-based international law firm. Joe\nis qualified to practice law in the State of New York. Joe received his bachelor’s degree in Economics and East\nAsian Studies from Yale College and a juris doctor degree from Yale Law School.\n \nEddie Yongming WU (吳泳銘) has served as our Chief Executive Officer and director since September 2023.\nEddie is one of our co-founders and a member of the Alibaba Partnership. Eddie was technology director of\nAlibaba at the company’s inception in 1999. He served as chief technology officer of Alipay from December\n2004, and became business director of our monetization platform, Alimama, in November 2005 and was\npromoted to its general manager in December 2007. In September 2008, he became chief technology officer of\nTaobao, and in October 2011 he took on the role of head of Alibaba Group’s search, advertising and mobile\nbusiness. Eddie served as a non-executive director of Alibaba Health Information Technology Limited, a\ncompany listed on the Main Board of the Hong Kong Stock Exchange, from April 2015 to October 2021 and\nchairman of Alibaba Health from April 2015 to March 2020. From September 2014 to September 2019, Eddie\nwas a special assistant to Alibaba Group’s chairman. In August 2015, Eddie founded Vision Plus Capital, a\nventure capital firm focused on investing in the areas of advanced technologies, enterprise services and digital\nhealthcare. Eddie graduated from the College of Information Engineering of Zhejiang University of Technology\nin June 1996.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information", - "metadata": { - "length": 3420, - "summary": "This page details the Directors and Chief Executive Officer of a company, presenting a table that lists their names, ages, and positions. It also provides biographical information for Joseph C. TSAI and Eddie Yongming WU, outlining their professional history, roles within the company, and educational backgrounds.", - "page_nums": [ - 26 - ], - "keywords": [ - "Joseph C. TSAI", - "Eddie Yongming WU", - "J. Michael EVANS", - "Maggie Wei WU", - "Jerry YANG", - "Wan Ling MARTELLO", - "Weijian SHAN", - "Irene Yun-Lien LEE", - "Albert Kong Ping NG", - "Kabir MISRA", - "Alibaba Partnership", - "Ant Group", - "Rosecliff, Inc.", - "Sullivan & Cromwell LLP", - "Yale College", - "Yale Law School", - "Alipay", - "Alimama", - "Taobao", - "Alibaba Health Information Technology Limited", - "Hong Kong Stock Exchange", - "Vision Plus Capital", - "Zhejiang University of Technology", - "Sweden", - "Asia", - "New York", - "State of New York", - "Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong SAR., the People's Republic of China" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7c03b5d0-6e74-5a12-b701-12509f692c1e", - "type": "page", - "content": "26\nJ. Michael EVANS has been our president since August 2015 and our director since September 2014. Mike\nserved as vice chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in\nDecember 2013. He served as chairman of Asia operations at Goldman Sachs from 2004 to 2013 and was the\nglobal head of Growth Markets at Goldman Sachs from January 2011 to December 2013. He also co-chaired the\nBusiness Standards Committee of Goldman Sachs from 2010 to 2013. Mike joined Goldman Sachs in 1993,\nbecame a partner of the firm in 1994 and held various leadership positions within the firm’s securities business\nwhile based in New York and London, including global head of equity capital markets and global co-head of\nthe equities division, and global co-head of the securities business. Mike is a trustee of the Asia Society and a\nmember of the Advisory Council for the Bendheim Center for Finance at Princeton University. Mike received\nhis bachelor’s degree in politics from Princeton University in 1981.\nMaggie Wei WU (武衛) has been our director since September 2020. Maggie joined our company in July 2007\nas chief financial officer of Alibaba.com. She served as our chief financial officer from May 2013 to March\n2022 and our head of strategic investments from June 2019 to March 2022. She was voted the best CFO in\nFinanceAsia’s annual poll for Asia’s Best Managed Companies in 2010. In 2018, she was named as one of the\nworld’s 100 most powerful women by Forbes. Before joining Alibaba, Maggie was an audit partner at KPMG\nin Beijing. Maggie is a member of the Association of Chartered Certified Accountants (ACCA). She received a\nbachelor’s degree in accounting from Capital University of Economics and Business.\n \nJerry YANG (楊致遠) has served as our director since September 2014 and previously held the role from\nOctober 2005 to January 2012. Since March 2012, Jerry has been the founding partner of AME Cloud Ventures,\na venture capital firm. Jerry is also a co-founder of Yahoo! Inc., where he served as Chief Yahoo! and as a\nmember of its board of directors from March 1995 to January 2012. Jerry held the position of Yahoo!’s CEO\nfrom June 2007 to January 2009 and served as a director of Yahoo! Japan from January 1996 to January 2012.\nJerry also served as an independent director of Cisco Systems, Inc. from July 2000 to November 2012 and\nLenovo Group Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, from\nNovember 2014 to November 2023. He is currently an independent director of Workday Inc., a company listed\non the NYSE. He also serves as a director of various private companies and foundations. Jerry holds bachelor’s\nand master’s degrees in electrical engineering from Stanford University. Since 2017, he has served on\nStanford's board of Trustees, including as board chair from 2021 to 2025. He was previously on Stanford’s\nboard of Trustees from 2005 to 2015, during which he also held the role of vice chair.\n \nWan Ling MARTELLO has been our director since September 2015. She is a founding partner of BayPine, a\nprivate equity firm based in Boston, U.S.A., a role she has held since February 2020. She is on the board of\nportfolio companies of BayPine. She has also served as a director of Nasdaq-listed Lovesac since November\n2025. She served as the executive vice president and chief executive officer of the Asia, Oceania, and sub-\nSaharan Africa region for Nestlé SA from May 2015 to December 2018. She was Nestlé’s global chief financial\nofficer from April 2012 to May 2015, and executive vice president from November 2011 to March 2012. Prior\nto Nestlé, Wan Ling was a senior executive at Walmart Stores Inc., a global retailer, from 2005 to 2011. Her\nroles included executive vice president and chief operating officer for Global eCommerce, and senior vice\npresident, chief financial officer and strategy for Walmart International. Before Walmart, she was president,\nU.S.A. at NCH Marketing Services Inc. She was with the firm from 1998 to 2005. She also worked at Borden\nFoods Corporation and Kraft Inc. where she held various senior management positions. Wan Ling received a\nmaster’s degree in business administration (management information systems) from the University of\nMinnesota and a bachelor’s degree in business administration and accountancy from the University of the\nPhilippines.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/J. Michael EVANS", - "metadata": { - "length": 4366, - "summary": "This section details the professional biography of J. Michael Evans, who has served as president since August 2015 and director since September 2014. It outlines his extensive career at Goldman Sachs, including roles as vice chairman, chairman of Asia operations, and global head of Growth Markets. The text also mentions his board memberships with the Asia Society and Princeton University's Bendheim Center for Finance, as well as his educational background.", - "page_nums": [ - 27 - ], - "keywords": [ - "J. Michael EVANS", - "The Goldman Sachs Group, Inc.", - "Goldman Sachs", - "Asia Society", - "Bendheim Center for Finance", - "Princeton University", - "New York", - "London" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_2a562674-b63d-51d7-9255-08cdaff0e587", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/J. Michael EVANS p27]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Maggie Wei WU (武衛)", - "metadata": { - "length": 142, - "summary": "This section details the professional biography of Maggie Wei WU, who has served as a director since September 2020. It outlines her tenure as Chief Financial Officer and Head of Strategic Investments at Alibaba.com from 2013 to 2022, her prior role as an audit partner at KPMG in Beijing, and her educational background from Capital University of Economics and Business.", - "page_nums": [ - 27 - ], - "keywords": [ - "Maggie Wei WU", - "Alibaba.com", - "FinanceAsia", - "Forbes", - "KPMG", - "Beijing", - "Association of Chartered Certified Accountants", - "ACCA", - "Capital University of Economics and Business" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_ec5b1678-c89c-5b86-a5ab-867cc77105d9", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/J. Michael EVANS p27]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Jerry YANG (楊致遠)", - "metadata": { - "length": 142, - "summary": "The section details the professional background of Jerry YANG (楊致遠), who has served as a director since September 2014 and previously from October 2005 to January 2012. It highlights his role as a co-founder of Yahoo! Inc., where he held positions including Chief Yahoo!, CEO, and board member. The text also lists his tenure as an independent director for Cisco Systems, Inc., Lenovo Group Limited, and Workday Inc., as well as his current position as founding partner of AME Cloud Ventures. Additionally, it mentions his educational background in electrical engineering from Stanford University and his service on Stanford's board of Trustees.", - "page_nums": [ - 27 - ], - "keywords": [ - "Jerry YANG", - "楊致遠", - "AME Cloud Ventures", - "Yahoo! Inc.", - "Cisco Systems, Inc.", - "Lenovo Group Limited", - "Hong Kong Stock Exchange", - "Workday Inc.", - "NYSE", - "Stanford University" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a92b7305-19c6-5af3-94e2-dfbc528c56ae", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/J. Michael EVANS p27]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Wan Ling MARTELLO", - "metadata": { - "length": 142, - "summary": "This section details the professional biography of Wan Ling MARTELLO, who has served as a director since September 2015. It outlines her current role as a founding partner of BayPine and her past executive positions at Nestlé SA, Walmart Stores Inc., NCH Marketing Services Inc., Borden Foods Corporation, and Kraft Inc. The text also lists her educational background from the University of Minnesota and the University of the Philippines.", - "page_nums": [ - 27 - ], - "keywords": [ - "Wan Ling MARTELLO", - "BayPine", - "Lovesac", - "Nestlé SA", - "Walmart Stores Inc.", - "Walmart International", - "NCH Marketing Services Inc.", - "Borden Foods Corporation", - "Kraft Inc.", - "University of Minnesota", - "University of the Philippines" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7a9761c3-50d7-5d1a-b1ec-0fc6a855ebb4", - "type": "page", - "content": "27\nWeijian SHAN (單偉建) has been our director since March 2022. He is the executive chairman and a co-\nfounder of PAG, a leading private equity firm in Asia. Between 1998 and 2010, he was a partner of the private\nequity firm TPG and co-managing partner of TPG Asia (formerly known as Newbridge Capital). Previously, he\nwas a managing director of JP Morgan, where he was concurrently the chief representative for China between\n1993 and 1998. He was an assistant professor at the Wharton School of the University of Pennsylvania between\n1987 and 1993. Shan is a Trustee of the British Museum. He is also a member of the International Advisory\nCouncil of Hong Kong Exchanges and Clearing Limited. He served as an independent director of Singapore-\nlisted Wilmar International Limited between 2018 and 2021. He also served as a director of Nasdaq-listed iQiyi,\nInc since December 2022. He holds an M.A. and a Ph.D. from the University of California, Berkeley, and an\nM.B.A. from the University of San Francisco. He graduated with a major in English from the Beijing Institute\nof Foreign Trade (currently the Beijing University of International Business and Economics).\nIrene Yun-Lien LEE (利蘊蓮) has been our director since August 2022. Irene is the executive chairman of\nHysan Development Limited and serves as a member of the board of trustees of the Better Hong Kong\nFoundation. Irene was on the board of many listed and unlisted companies in Hong Kong, Singapore, UK and\nAustralia. She was a member of the Australian Takeovers Panel, a member of the Advisory Council of JP\nMorgan Australia, and a member of the Exchange Fund Advisory Committee of the Hong Kong Monetary\nAuthority. She was the independent non-executive chairman of Hang Seng Bank Limited, an independent non-\nexecutive director of HSBC Holding plc and The Hongkong and Shanghai Banking Corporation Limited. She\nwas also an independent non-executive director of CLP Holdings Limited and Cathay Pacific Airways Limited,\namongst others. Irene had a long career in financial services and held senior positions at Citibank in New York,\nLondon and Sydney. She was the global head of corporate finance at the Commonwealth Bank of Australia and\nshe held other senior positions in investment banking and funds management in a number of international\nfinancial institutions. Irene received a Bachelor of Arts degree from Smith College, United States of America,\nand is a Barrister-at-Law in England and Wales and a member of the Honourable Society of Gray's Inn, United\nKingdom. She was awarded the degree of Doctor of Social Science, honoris causa from the Chinese University\nof Hong Kong in November 2022.\n \nAlbert Kong Ping NG (吳港平) has been our director since August 2022 and chairman of our Audit\nCommittee since December 2022. Albert currently serves as an independent non-executive director and\nchairman of the audit committee of a number of public companies, including Ping An Insurance (Group)\nCompany of China, Ltd., a company listed on the Shanghai Stock Exchange and the Hong Kong Stock\nExchange, China International Capital Corporation Limited, a company listed on the Shanghai Stock Exchange\nand the Hong Kong Stock Exchange and Shui On Land Limited, a company listed on the Hong Kong Stock\nExchange. Albert worked at Ernst & Young China from April 2007 to June 2020, where he was the chairman of\nErnst & Young China and a member of Ernst & Young’s Global Executive Board. Prior to joining Ernst &\nYoung, he was Greater China managing partner of Arthur Andersen, managing partner – China Operation of\nPricewaterhouseCoopers and managing director of Citigroup – China Investment Banking. Albert is a member\nof the Hong Kong Institute of Certified Public Accountants (HKICPA), Chartered Accountants of Australia and\nNew Zealand (CAANZ), CPA Australia (CPAA) and Association of Chartered Certified Accountants (ACCA).\nHe received a bachelor’s degree in business administration and a master’s degree in business administration\nfrom the Chinese University of Hong Kong.\n \nKabir MISRA has been our director since September 2020, redesignated as our independent director since\nFebruary 2023, and is currently managing partner at RPS Ventures, a venture capital firm in Palo Alto, CA.\nPrior to October 2018, Kabir was a managing partner at SoftBank Investment Advisors (which manages the\nSoftBank Vision Fund) and SoftBank Capital. He worked with SoftBank from 2006 to 2022 (as advisor from", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Weijian SHAN (單偉建)", - "metadata": { - "length": 4448, - "summary": "This section details the professional biography of Weijian SHAN, who has been a director since March 2022. It outlines his current role as executive chairman and co-founder of PAG, his past partnership at TPG (formerly Newbridge Capital), his tenure as managing director at JP Morgan, and his academic background including degrees from UC Berkeley, University of San Francisco, and Beijing Institute of Foreign Trade.", - "page_nums": [ - 28 - ], - "keywords": [ - "Weijian SHAN", - "PAG", - "TPG", - "TPG Asia", - "Newbridge Capital", - "JP Morgan", - "British Museum", - "Hong Kong Exchanges and Clearing Limited", - "Wilmar International Limited", - "iQiyi, Inc", - "University of California, Berkeley", - "University of San Francisco", - "Beijing Institute of Foreign Trade", - "Beijing University of International Business and Economics" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_59ab11e2-e396-52b6-ae59-cd94e321ed0f", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Weijian SHAN (單偉建) p28]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Irene Yun-Lien LEE (利蘊蓮)", - "metadata": { - "length": 144, - "summary": "This section details the biography and professional background of Irene Yun-Lien LEE (利蘊蓮), who has been a director since August 2022. It outlines her role as executive chairman of Hysan Development Limited, her extensive board memberships in Hong Kong, Singapore, UK, and Australia (including Hang Seng Bank Limited and HSBC Holding plc), and her career in financial services at institutions like Citibank and the Commonwealth Bank of Australia. The text also mentions her educational qualifications from Smith College and her honorary degree from the Chinese University of Hong Kong.", - "page_nums": [ - 28 - ], - "keywords": [ - "Irene Yun-Lien LEE", - "Hysan Development Limited", - "Better Hong Kong Foundation", - "Australian Takeovers Panel", - "JP Morgan Australia", - "Hong Kong Monetary Authority", - "Hang Seng Bank Limited", - "HSBC Holding plc", - "The Hongkong and Shanghai Banking Corporation Limited", - "CLP Holdings Limited", - "Cathay Pacific Airways Limited", - "Citibank", - "Commonwealth Bank of Australia", - "Smith College", - "Honourable Society of Gray's Inn", - "Chinese University of Hong Kong" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_2a844e87-b6c4-56c1-81c0-b9a7d9240005", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Weijian SHAN (單偉建) p28]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Albert Kong Ping NG (吳港平)", - "metadata": { - "length": 144, - "summary": "", - "page_nums": [ - 28 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_4c1ec2cf-a60f-539e-9214-7726f3878113", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Weijian SHAN (單偉建) p28]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Kabir MISRA", - "metadata": { - "length": 144, - "summary": "This section details the professional background of Kabir MISRA, who has been a director since September 2020 and was redesignated as an independent director in February 2023. It outlines his current role as managing partner at RPS Ventures in Palo Alto, CA, and his previous tenure at SoftBank Investment Advisors and SoftBank Capital from 2006 to 2022.", - "page_nums": [ - 28 - ], - "keywords": [ - "Kabir MISRA", - "RPS Ventures", - "Palo Alto", - "SoftBank Investment Advisors", - "SoftBank Capital", - "SoftBank" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_720dd83d-8e47-5edd-a5c0-10408aa8af39", - "type": "page", - "content": "28\n2018 to 2022) and has assisted Mr. Masayoshi Son with our company, and his duties as one of our directors,\nsince before our IPO. Kabir also represented SoftBank at various points on the boards of its investee companies,\nincluding other e-commerce and payments companies Flipkart, Paytm, Tokopedia, Coupang and BigCommerce.\nPrior to joining SoftBank, Kabir worked as an investment banker in the U.S. and Hong Kong. Kabir is currently\nalso an independent director of PayActiv and Cargomatic. He received a Bachelor of Arts degree in Economics\nfrom Harvard University and a master’s degree in business administration from the Stanford Graduate School of\nBusiness.\nBoard Committees\nOur board of directors has established an audit committee, a compensation committee, a nominating and\ncorporate governance committee, a sustainability committee, a compliance and risk committee and a capital\nmanagement committee.\nAudit Committee\nOur audit committee currently consists of Albert Ng, Wan Ling Martello and Weijian Shan. Mr. Ng is the\nchairman of our audit committee.\n \nCompensation Committee\nOur compensation committee currently consists of Jerry Yang, Albert Ng and Kabir Misra. Mr. Yang is the\nchairman of our compensation committee.\n \nNominating and Corporate Governance Committee\nOur nominating and corporate governance committee currently consists of Irene Lee and Jerry Yang. Ms. Lee is\nthe chairman of our nominating and corporate governance committee.\n \nSustainability Committee\nOur sustainability committee currently consists of Jerry Yang, Joe Tsai and Maggie Wu. Mr. Yang is the\nchairman of our sustainability committee.\nCompliance and Risk Committee\nOur compliance and risk committee currently consists of Irene Lee, Albert Ng, Kabir Misra and J. Michael\nEvans. Ms. Lee is the chairman of our compliance and risk committee.\n \nCapital Management Committee\nOur capital management committee currently consists of Joe Tsai, Eddie Wu, J. Michael Evans and Maggie\nWu. Mr. Tsai is the chairman of our capital management committee.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee", - "metadata": { - "length": 2031, - "summary": "The Audit Committee section lists the current members of the committee: Albert Ng, Wan Ling Martello, and Weijian Shan. It also identifies Mr. Ng as the chairman of the audit committee.", - "page_nums": [ - 29 - ], - "keywords": [ - "Albert Ng", - "Wan Ling Martello", - "Weijian Shan" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7f8e123a-4518-5dcf-9450-fe655a09e636", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee p29]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Compensation Committee", - "metadata": { - "length": 133, - "summary": "The Compensation Committee section lists the current members of the committee: Jerry Yang, Albert Ng, and Kabir Misra. It also identifies Mr. Yang as the chairman of the committee.", - "page_nums": [ - 29 - ], - "keywords": [ - "Jerry Yang", - "Albert Ng", - "Kabir Misra" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_96a97fc1-ed4b-5f85-9f7c-d19ba566d5b9", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee p29]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Nominating and Corporate Governance Committee", - "metadata": { - "length": 133, - "summary": "The section titled 'Nominating and Corporate Governance Committee' outlines the composition of this specific board committee. It states that the committee currently consists of Irene Lee and Jerry Yang, with Ms. Lee serving as the chairman.", - "page_nums": [ - 29 - ], - "keywords": [ - "Irene Lee", - "Jerry Yang" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a41d666c-9991-5222-8248-34b9975752b5", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee p29]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Sustainability Committee", - "metadata": { - "length": 133, - "summary": "The Sustainability Committee currently consists of Jerry Yang, Joe Tsai, and Maggie Wu. Mr. Yang serves as the chairman of this committee.", - "page_nums": [ - 29 - ], - "keywords": [ - "Jerry Yang", - "Joe Tsai", - "Maggie Wu" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_5637bbcc-74fb-5937-9db2-56e016c0a9f3", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee p29]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Compliance and Risk Committee", - "metadata": { - "length": 133, - "summary": "The Compliance and Risk Committee section lists the current members of the committee: Irene Lee, Albert Ng, Kabir Misra, and J. Michael Evans. It also identifies Ms. Lee as the chairman of this committee.", - "page_nums": [ - 29 - ], - "keywords": [ - "Irene Lee", - "Albert Ng", - "Kabir Misra", - "J. Michael Evans" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a0c526f6-34b9-5c83-8c6c-a824edd283bb", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee p29]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Capital Management Committee", - "metadata": { - "length": 133, - "summary": "The section titled 'Capital Management Committee' outlines the composition of this specific board committee. It states that the committee currently consists of Joe Tsai, Eddie Wu, J. Michael Evans, and Maggie Wu, with Mr. Tsai serving as the chairman.", - "page_nums": [ - 29 - ], - "keywords": [ - "Joe Tsai", - "Eddie Wu", - "J. Michael Evans", - "Maggie Wu" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_c569aa85-d03d-5e89-b700-346b7add3f3c", - "type": "page", - "content": "29\nDISCLOSURE OF INTERESTS\nThe following tables set forth:\n \n•\nthe interest and short positions of our directors and chief executive officer in the shares, underlying shares\nand debentures of our Company or its associated corporations within the meaning of Part XV of the SFO,\nwhich were required (a) to be notified to us and the Hong Kong Stock Exchange pursuant to Divisions 7 and\n8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have\nunder such provisions of the SFO); or (b) to be recorded in the register required to be kept by us pursuant to\nSection 352 of the SFO; or (c) as otherwise notified to us and the Hong Kong Stock Exchange pursuant to\nthe Model Code; and\n \n•\nthe interest and short positions of persons other than our directors and chief executive officer in the Shares\nand underlying Shares which would fall to be disclosed to us pursuant to Divisions 2 and 3 of Part XV of\nthe SFO or as recorded in the register required to be kept by us pursuant to Section 336 of the SFO,\n \nInformation about persons other than our directors and chief executive officer, including our substantial\nshareholders (as defined under SFO), was obtained solely from publicly available information on the website of\nthe Hong Kong Stock Exchange or as otherwise the Company is aware, and the Company cannot guarantee the\naccuracy and completeness of such information.\n\n30\nDirectors and Chief Executive Officer\nInterest in our Company \nName of director /\nCapacity / nature of interest\nNumber of shares/\nApproximate %\nchief executive officer\nunderlying shares (1),(2)\nof shareholding\n(3)\n(in the number\nof Shares)\n(in the number\n of ADSs)\nJoseph C. TSAI (4)\nBeneficial owner\n881,072 (L)\n110,134 (L)\n0.00%\nInterest of spouse\n1,280,000 (L)\n160,000 (L)\n0.01%\nFounder of a discretionary trust\nwho can influence how the trustee\nexercises his discretion\n12,658,152 (L)\n1,582,269 (L)\n0.06%\nInterest in controlled corporation\n260,924,840 (L)\n32,615,605 (L)\n1.37%\n275,744,064 (L)\n34,468,008 (L)\n1.44%\nEddie Yongming WU (5)\nBeneficial owner\n18,199,752 (L)\n2,274,969 (L)\n0.10%\nInterest of spouse\n108,000 (L)\n13,500 (L)\n0.00%\nFounder of a discretionary trust\nwho can influence how the trustee\nexercises his discretion\n12,320,000 (L)\n1,540,000 (L)\n0.06%\n30,627,752 (L)\n3,828,469 (L)\n0.16%\nJ. Michael EVANS (6)\nBeneficial owner\n9,964,000 (L)\n1,245,500 (L)\n0.05%\nMaggie Wei WU (7)\nBeneficial owner\n3,661,632 (L)\n457,704 (L)\n0.02%\nFounder of a discretionary trust\nwho can influence how the trustee\nexercises his discretion\n7,200,000 (L)\n900,000 (L)\n0.04%\n10,861,632 (L)\n1,357,704 (L)\n0.06%\nJerry YANG\nBeneficial owner\n485,072 (L)\n60,634 (L)\n0.00%\nWan Ling MARTELLO\nBeneficial owner\n360,000 (L)\n45,000 (L)\n0.00%\nWeijian SHAN\nBeneficial owner\n144,800 (L)\n18,100 (L)\n0.00%\nIrene Yun-Lien LEE\nBeneficial owner\n133,600 (L)\n16,700 (L)\n0.00%\nAlbert Kong Ping NG\nBeneficial owner\n133,600 (L)\n16,700 (L)\n0.00%\nKabir MISRA\nBeneficial owner\n528,800 (L)\n66,100 (L)\n0.00%\nNotes:\n1.\nThe letter “L” stands for long position.\n2.\nEach ADS represents eight Shares. \n3.\nThe calculation is based on a total of 19,088,280,284 Shares in issue as of September 30, 2025.\n4.\nThe interests comprised (i) 804,405 Shares held by Mr. Joseph C. TSAI; (ii) 76,667 Shares underlying the outstanding\nRSUs granted to Mr. Joseph C. TSAI; (iii) 1,280,000 Shares held by his spouse; (iv) 12,658,152 Shares held by Joe and\n\n31\nClara Tsai Foundation Limited, a company incorporated under the law of the Island of Guernsey that has granted Mr.\nJoseph C. TSAI a revocable proxy over these Shares and which is wholly-owned by Joe and Clara Tsai Foundation; (v)\n147,385,672 Shares held by Parufam Limited, a Bahamas corporation of which Mr. Joseph C. TSAI is the sole director;\nand (vi) 113,539,168 Shares held by PMH Holding Limited, a British Virgin Islands corporation of which Mr. Joseph C.\nTSAI is the sole director.\n5.\nThe interests comprised (i) 933,085 Shares held by Mr. Eddie Yongming WU; (ii) 1,266,667 Shares underlying the\noutstanding RSUs and 16,000,000 Shares underlying the outstanding share options granted to Mr. Eddie Yongming WU;\n(iii) 108,000 Shares held by his spouse; and (iv) 12,320,000 Shares held by a discretionary trust of which Mr. Eddie\nYongming WU is a founder.\n6.\nThe interests comprised 764,000 Shares underlying the outstanding RSUs and 9,200,000 Shares underlying the\noutstanding share options granted to Mr. J. Michael EVANS.\n7.\nThe interests comprised (i) 3,613,352 Shares held by Ms. Maggie Wei WU; (ii) 48,280 Shares underlying the outstanding\nRSUs granted to Ms. Maggie Wei WU; and (iii) 7,200,000 Shares held by a discretionary trust of which Ms. Maggie Wei\nWU is a founder.\n \nSave as disclosed above, as of September 30, 2025, none of our directors or chief executive officer had any\ninterest or short position in the shares, underlying shares or debentures of our Company or any of its associated\ncorporations (within the meaning of Part XV of the SFO) which were required to be notified to us and the Hong\nKong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short\npositions which were taken or deemed to have taken under such provisions of the SFO), or which were recorded\nin the register required to be kept pursuant to Section 352 of the SFO, to be entered in the register referred to\ntherein, or which were required, pursuant to the Model Code, to be notified to us and the Hong Kong Stock\nExchange.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DISCLOSURE OF INTERESTS", - "metadata": { - "length": 5476, - "summary": "This page, titled 'DISCLOSURE OF INTERESTS', outlines the scope of information regarding shareholdings and short positions. It details that tables will follow to disclose interests held by directors and chief executive officers, as well as other persons (including substantial shareholders), in accordance with Part XV of the SFO and the Model Code. The text also notes that information on persons other than directors was obtained from publicly available sources like the Hong Kong Stock Exchange website. The page displays a table titled 'Directors and Chief Executive Officer' detailing the 'Interest in our Company'. It lists various directors and executives, their capacity of interest (such as beneficial owner or spouse), and the number of shares/ADSs held. The table includes columns for the number of underlying shares, ADSs, and the approximate percentage of shareholding. Key individuals like Joseph C. TSAI and Eddie Yongming WU have significant holdings, while others hold smaller amounts. The page details the share interests of specific individuals and entities, including Mr. Joseph C. TSAI, Mr. Eddie Yongming WU, Mr. J. Michael EVANS, and Ms. Maggie Wei WU. It lists the number of shares held directly or through trusts and companies like Clara Tsai Foundation Limited and Parufam Limited. The text concludes with a statement that as of September 30, 2025, no other directors or chief executive officers had any interest in the company's shares.", - "page_nums": [ - 30, - 31, - 32 - ], - "keywords": [ - "Hong Kong Stock Exchange", - "Joseph C. TSAI", - "Eddie Yongming WU", - "J. Michael EVANS", - "Maggie Wei WU", - "Jerry YANG", - "Wan Ling MARTELLO", - "Weijian SHAN", - "Irene Yun-Lien LEE", - "Albert Kong Ping NG", - "Kabir MISRA", - "Clara Tsai Foundation Limited", - "Island of Guernsey", - "Mr. Joseph C. TSAI", - "Joe and Clara Tsai Foundation", - "Parufam Limited", - "Bahamas", - "PMH Holding Limited", - "British Virgin Islands", - "Mr. Eddie Yongming WU", - "Mr. J. Michael EVANS", - "Ms. Maggie Wei WU" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_33632f2d-48de-50ee-b05b-e7f926ba02bb", - "type": "page", - "content": "32\nSubstantial Shareholders\nName of shareholder\nCapacity / nature of interest\nNumber of shares/\nApproximate %\nunderlying shares (1),(2)\nof shareholding (3)\n(in the number\nof Shares)\n(in the number\n of ADSs)\nJPMorgan Chase & Co. (4)\nBeneficial owner\n411,801,958 (L)\n51,475,245 (L)\n2.16%\n418,739,874 (S)\n52,342,484 (S)\n2.19%\nTrustee\n1,753,320 (L)\n219,165 (L)\n0.01%\nInvestment manager\n281,850,861 (L)\n35,231,358 (L)\n1.47%\n6,527,284 (S)\n815,911 (S)\n0.04%\nPerson having a security interest in shares\n85,927,145 (L)\n10,740,893 (L)\n0.45%\nApproved lending agent\n581,658,439 (L)\n72,707,305 (L)\n3.05%\n581,658,439 (P)\n72,707,305 (P)\n3.05%\n1,362,991,723 (L)\n170,373,966 (L)\n7.14%\n425,267,158 (S)\n53,158,395 (S)\n2.23%\n581,658,439 (P)\n72,707,305 (P)\n3.05%\nCitigroup Inc. (5)\nInterest in controlled corporation\n183,474,400 (L)\n22,934,300 (L)\n0.96%\n197,906,617 (S)\n24,738,327 (S)\n1.04%\nPerson having a security interest in shares\n160 (L)\n20 (L)\n0.00%\nApproved lending agent\n832,721,084 (L)\n104,090,136 (L)\n4.36%\n832,721,084 (P)\n104,090,136 (P)\n4.36%\n1,016,195,644 (L)\n127,024,456 (L)\n5.32%\n197,906,617 (S)\n24,738,327 (S)\n1.04%\n832,721,084 (P)\n104,090,136 (P)\n4.36%\nBlackRock, Inc. (6)\nInterest in controlled corporation\n983,512,344 (L)\n122,939,043 (L)\n5.15%\n3,297,800 (S)\n412,225 (S)\n0.02%\nNotes:\n1.\nThe letter “L” stands for long position, the letter “S” stands for short position and the letter “P” stands for lending pool.\n2.\nEach ADS represents eight Shares. The number of ADSs is, where applicable, rounded down to the nearest whole number\nand for reference only.\n3.\nThe calculation is based on a total of 19,088,280,284 Shares in issue as of September 30, 2025.\n4.\nAccording to the disclosure of interests notice filed by JPMorgan Chase & Co. regarding the relevant event dated\nSeptember 26, 2025, (a) 411,801,958 Shares (long position) and 418,739,874 Shares (short position) were held by\nJPMorgan Chase & Co. directly; (b) 1,753,320 Shares (long position) were held by a trust of which JPMorgan Chase &\nCo. is a trustee; and (c) the remaining interests were held by JPMorgan Chase & Co. indirectly through certain of its\ncontrolled corporations. Among them, (i) 105,285,940 Shares (long position) and 105,155,304 Shares (short position)\nwere held through physically settled listed derivatives; (ii) 6,797,279 Shares (long position) and 18,013,180 Shares (short\nposition) were held through cash settled listed derivatives; (iii) 40,691,926 Shares (long position) and 48,319,704 Shares\n(short position) were held through physically settled unlisted derivatives; (iv) 87,425,503 Shares (long position) and\n\n33\n90,603,044 Shares (short position) were held through cash settled unlisted derivatives; and (v) 84,973,906 Shares (long\nposition) and 1,381,027 Shares (short position) were held through listed derivatives which are convertible instruments.\n5.\nAccording to the disclosure of interests notice filed by Citigroup Inc. regarding the relevant event dated September 11,\n2025, 183,474,400 Shares (long position) and 197,906,617 Shares (short position) interests were held by Citigroup Inc.\nindirectly through certain of its controlled corporations. Among them, (i) 54,743,028 Shares (long position) and\n36,327,420 Shares (short position) were held through physically settled listed derivatives; (ii) 77,818,263 Shares (long\nposition) and 120,475,576 Shares (short position) were held through physically settled unlisted derivatives; (iii)\n13,761,835 Shares (long position) and 37,337,978 Shares (short position) were held through cash settled unlisted\nderivatives; and (iv) 82,139 Shares (long position) were held through listed derivatives which are convertible instruments.\n6.\nAccording to the disclosure of interests notice filed by Blackrock, Inc. regarding the relevant event dated June 13, 2025,\n983,512,344 Shares (long position) and 3,297,800 Shares (short position) were held by Blackrock, Inc. indirectly through\ncertain of its controlled corporations. Among them, (i) 6,137,756 Shares (long position) and 3,297,800 Shares (short\nposition) were held through cash settled unlisted derivatives; and (ii) 6,572,498 Shares (long position) were held through\nlisted derivatives which are convertible instruments.\nSave as disclosed above, as of September 30, 2025, so far as known to the Company, no person (other than our\ndirectors and chief executive officer) had an interest or short position in the Shares or underlying Shares which\nwould fall to be disclosed to us under Divisions 2 and 3 of Part XV of the SFO, or would fall to be recorded in\nthe register required to be kept by us pursuant to Section 336 of the SFO.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Substantial Shareholders", - "metadata": { - "length": 4618, - "summary": "This section details the substantial shareholders of the company as of September 30, 2025. It presents a table listing JPMorgan Chase & Co., Citigroup Inc., and BlackRock, Inc., along with their capacity or nature of interest (e.g., beneficial owner, trustee, approved lending agent) and the number of shares/underlying ADSs held. The notes provide further breakdowns of these holdings by position type (long, short, lending pool) and instrument type (direct, derivatives).", - "page_nums": [ - 33, - 34 - ], - "keywords": [ - "JPMorgan Chase & Co.", - "Citigroup Inc.", - "BlackRock, Inc." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 33, - "artifact_ref": "page_citation_assets/page-33.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 34, - "artifact_ref": "page_citation_assets/page-34.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_61863b11-6a93-51b9-ab3f-44511f6775d2", - "type": "page", - "content": "34\nEQUITY INCENTIVE PLANS\nThe 2014 Plan, the 2024 Plan and the 2024 Plan (Existing Shares) are the equity incentive plans of our\nCompany in effect. For a summary of the key terms of these plans, please see “Directors, Senior Management\nand Employees - Equity Incentive Plans” in our fiscal year 2025 annual report.\nDuring the Reporting Period, a total of 63,594,318 Shares (equivalent to approximately 7,949,290 ADSs),\nrepresenting approximately 0.3% of the weighted average number of Shares in issue (excluding treasury shares)\nof our Company, that may be issued in respect of all share-based awards were granted to eligible participants\nunder the 2024 Plan of our Company.\nThe 2014 Plan\nThe 2014 Plan (which we adopted in September 2014, amended and restated in February 2020 to reflect the\nShare Split and other administrative changes, and further amended and restated in May 2022 to reflect\nadministrative changes) provides for the granting of share-based awards, including restricted share units, stock\noptions, restricted shares and share appreciation rights, to any participant who is an employee, consultant or\ndirector of our company, our affiliates and/or certain other companies.\nNo further awards will be granted under the 2014 Plan as from September 18, 2024. Any shares authorized but\nunissued under the 2014 Plan will no longer be available for granting. The share-based awards already granted\nunder the 2014 Plan will remain in full force and effect pursuant to the terms and conditions of the 2014 Plan.\nDetails of movements of RSUs under the 2014 Plan during the Reporting Period are as follows:\n \nNumber of RSUs (1), (2)\nName of grantee\nDate of grant\nOutstanding\nas of April\n1, 2025\nGranted\nduring the\nReporting\nPeriod\nVested\nduring the\nReporting\nPeriod\nLapsed/\nforfeited\nduring the\nReporting\nPeriod\nCancelled\nduring the\nReporting\nPeriod\nOutstanding\nas of\nSeptember\n30, 2025\nNumber of\nunderlying\nShares as of\nSeptember\n30, 2025 (2)\nNotes\nDirectors and chief executive officer of our Company\nJoseph C. TSAI\nJuly 24, 2018 to August 16,\n2019\n1,334\n-\n1,334\n-\n-\n-\n-\nNotes 3, 8\nEddie Yongming WU\nNovember 25, 2023\n160,000\n-\n40,000\n-\n-\n120,000\n960,000\nNotes 4, 8\nJ. Michael EVANS\nJune 15, 2020 to May 20,\n2023\n10,050\n-\n4,550\n-\n-\n5,500\n44,000\nNotes 5, 8\nMay 13, 2024\n160,000\n80,000\n-\n80,000\n640,000\nNotes 6, 8\nMaggie Wei WU\nJuly 24, 2018 to May 24,\n2021\n12,801\n-\n6,766\n-\n-\n6,035\n48,280\nNotes 3, 8\nOther grantees by category\nEmployee participants\nNovember 15, 2016 to\nAugust 18, 2024\n44,402,154\n-\n16,110,683\n1,681,379\n1,825\n26,608,267\n212,866,136\nNotes 7, 9\nRelated entity\nparticipants (11)\nJuly 24, 2018 to June 8, 2022\n113,139\n-\n84,767\n2,578\n-\n25,794\n206,352\nNotes 7, 10\nTotal\n44,859,478\n-\n16,328,100\n1,683,957\n1,825\n26,845,596\n214,764,768\nNotes:\n1.\nThe purchase price of all RSUs granted is nil.\n2.\nEight Shares are issuable upon the vesting of each RSU.\n3.\nThe RSUs vest over a period of 6 years.\n4.\nThe RSUs vest over a period of 5 years.\n5.\nThe RSUs vest over a period of 4 years.\n6.\nThe RSUs vest over a period of 2 years.\n\n35\n7.\nThe RSUs granted to employee participants and related entity participants vest over a period of up to 10 years.\n8.\nFor directors and chief executive officer, the weighted average closing price of ADSs traded on the NYSE immediately before the\ndates on which the RSUs were vested during the Reporting Period was US$136.71.\n9.\nFor employee participants, the weighted average closing price of ADSs traded on the NYSE immediately before the dates on\nwhich the RSUs were vested during the Reporting Period was US$131.05\n10. For related entity participants, the weighted average closing price of ADSs traded on the NYSE immediately before the dates on\nwhich the RSUs were vested during the Reporting Period was US$132.15.\n11. A related entity participant is an employee of an associated company in which our Company owns, directly or indirectly,\nsecurities or interests representing 20% or more of its voting power.\nDetails of movements of share options under the 2014 Plan during the Reporting Period are as follows:\nNumber of share options (1)\nName of grantee\nDate of grant\nExercise\nprice\n(US$)\nOutstanding\nas of April\n1, 2025\nGranted\nduring the\nReporting\nPeriod\nExercised\nduring the\nReporting\nPeriod\nLapsed/\nforfeited\nduring the\nReporting\nPeriod (9)\nOutstanding\nas of\nSeptember\n30, 2025\nNumber of\nunderlying\nShares as of\nSeptember\n30, 2025 (1)\nNotes\nDirectors and chief executive officer of our Company\nEddie Yongming WU\nNovember 25, 2023\n78.37\n2,000,000\n-\n-\n-\n2,000,000\n16,000,000\nNote 2\nJ. Michael EVANS\nJuly 31, 2015\n79.96\n2,000,000\n-\n1,000,000\n-\n1,000,000\n8,000,000\nNote 3, 6\nMay 13, 2024\n84.60\n150,000\n-\n-\n-\n150,000\n1,200,000\nNote 4\nOther grantees by category\nEmployee participants\nMay 10, 2015 to March\n12, 2022\n23.00 to\n182.48\n2,385,667\n-\n842,667\n1,000,000\n543,000\n4,344,000\nNotes 5, 7\nRelated entity participant (10)\nMarch 12, 2022\n23.00\n100,000\n-\n100,000\n-\n-\n-\nNotes 5, 8\nTotal\n6,635,667\n-\n1,942,667\n1,000,000\n3,693,000\n29,544,000\nNotes: \n1.\nEight Shares are issuable upon the exercise of each share option.\n2.\nThe share options vest over a period of 5 years and are exercisable within 10 years after date of grant.\n3.\nThe share options vest over a period of 6 years and are exercisable within 12 years after date of grant.\n4.\nThe share options vest over a period of 2 years and are exercisable within 8 years after date of grant.\n5.\nThe share options vest over a period of up to 9 years and are exercisable within up to 12 years after date of grant.\n6.\nThe closing price of ADSs traded on the NYSE immediately before the date on which the share options were exercised during the\nReporting Period was US$123.90.\n7.\nFor employee participants, the weighted average closing price of ADSs traded on the NYSE immediately before the dates on\nwhich the share options were exercised during the Reporting Period was US$114.78.\n8.\nFor related entity participant, the weighted average closing price of ADSs traded on the NYSE immediately before the date on\nwhich the share options were exercised during the Reporting Period was US$118.09.\n9.\nNo share options granted were cancelled during the Reporting Period.\n10. A related entity participant is an employee of an associated company in which our Company owns, directly or indirectly,\nsecurities or interests representing 20% or more of its voting power.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS/The 2014 Plan", - "metadata": { - "length": 6346, - "summary": "This section details the movements of share options under the 2014 Plan during the Reporting Period. It includes a table listing grants to directors, chief executive officers, and other participants, showing data on exercise prices, outstanding shares as of April 1, 2025, exercised options, lapsed/forfeited options, and underlying shares as of September 30, 2025. The section concludes with notes explaining vesting periods, exercisability windows, and weighted average closing prices of ADSs traded on the NYSE.", - "page_nums": [ - 35, - 36 - ], - "keywords": [ - "Eddie Yongming WU", - "J. Michael EVANS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 35, - "artifact_ref": "page_citation_assets/page-35.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 36, - "artifact_ref": "page_citation_assets/page-36.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_90be027c-36ca-579a-9028-0c0b8a21195b", - "type": "page", - "content": "36\nThe 2024 Plan\nThe 2024 Plan was approved at our annual general meeting of shareholders held in August 2024. The purpose\nof the 2024 Plan is to provide incentives to attract, motivate and retain the grantees and align the interests of the\ngrantees with those of our shareholders. It provides for the granting of restricted share units, stock options,\nrestricted shares and share appreciation rights to any participant who is an employee, an executive director or a\nservice provider.\n \nAs of April 1, 2025 and September 30, 2025, the number of share-based awards available for grant under the\nscheme mandate was 473,488,465 Shares (equivalent to approximately 59,186,058 ADSs) and 411,246,946\nShares (equivalent to approximately 51,405,868 ADSs), respectively.\nAs of April 1, 2025 and September 30, 2025, the number of share-based awards available for grant under the\nservice provider sub-limit was 93,716,369 Shares (equivalent to 11,714,546 ADSs).\nDetails of movements of RSUs under the 2024 Plan during the Reporting Period are as follows:\nNumber of RSUs (1),(2)\nName (3)\nDate of grant\nOutstanding\nas of April 1,\n2025\nGranted\nduring the\nReporting\nPeriod\nVested\nduring the\nReporting\nPeriod\nLapsed/\nforfeited\nduring the\nReporting\nPeriod (8)\nOutstanding\nas of\nSeptember\n30, 2025\nNumber of\nunderlying\nShares as of\nSeptember\n30, 2025 (2)\nNotes\nEmployee participants\nNovember 19, 2024 and February\n24, 2025\n9,435,535\n-\n1,456,534\n236,200\n7,742,801\n7,742,801\nNotes 4, 5\nMay 23, 2025, June 13, 2025 and\nSeptember 4, 2025\n-\n63,594,318\n3,209,796\n1,116,599\n59,267,923\n59,267,923\nNotes 5, 6, 7\nTotal\n9,435,535\n63,594,318\n4,666,330\n1,352,799\n67,010,724\n67,010,724\nNotes:\n1.\nThe purchase price of all RSUs granted is nil.\n2.\nOne Share is issuable upon the vesting of each RSU.\n3.\nNo RSUs were granted under the 2024 Plan to directors during the Reporting Period. As at September 30, 2025, no directors were\nholding any outstanding awards under the 2024 Plan.\n4.\nThe RSUs granted to employee participants vest over a period of up to 6 years.\n5.\nFor employee participants, the weighted average closing price of the Shares traded on the Hong Kong Stock Exchange\nimmediately before the dates on which the RSUs were vested during the Reporting Period was HK$113.70.\n6.\nThe following grants of RSUs were made to employee participants during the Reporting Period. These RSUs vest over up to 6\nyears without any performance target, except that certain RSUs granted to selected participants on May 23, 2025 are subject to\nsatisfaction of certain performance targets based on the financial or operational indicators of the relevant segments as determined\nby the administrator of the 2024 Plan.\nDate of grant\nNumber of RSUs granted\nNumber of underlying\nShares\nClosing price of shares\nimmediately before date of grant\n(HK$)\nFair value of each RSU as of date\nof grant (HK$)\nMay 23, 2025\n53,429,597\n53,429,597\n119.10\n118.78\nJune 13, 2025\n7,687,091\n7,687,091\n114.60\n114.60\nSeptember 4, 2025\n2,477,630\n2,477,630\n134.10\n130.31\n63,594,318\n63,594,318\n7.\nIn accordance with the accounting standards and policies adopted for preparing our Company’s financial statements, the fair\nvalues of RSUs granted during the Reporting Period were determined with reference to the fair values of the underlying Shares on\ngrant date.\n8.\nNo RSUs granted were cancelled during the Reporting Period.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS/The 2024 Plan", - "metadata": { - "length": 3351, - "summary": "This page details 'The 2024 Plan', a share-based incentive scheme approved in August 2024 to attract and retain employees and directors. It outlines the number of shares available for grant as of April 1, 2025, and September 30, 2025. The page includes a table tracking movements of Restricted Share Units (RSUs) during the reporting period, showing grants, vesting, and lapses for employee participants. Notes clarify that RSUs have no purchase price, vest over up to 6 years, and reference the Hong Kong Stock Exchange for share pricing.", - "page_nums": [ - 37 - ], - "keywords": [ - "Hong Kong Stock Exchange" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 37, - "artifact_ref": "page_citation_assets/page-37.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_cd52df8d-97bd-5fb8-875c-244a348fbb48", - "type": "page", - "content": "37\nThe 2024 Plan (Existing Shares)\nThe 2024 Plan (Existing Shares) was approved by our board in August 2024. The purpose of the 2024 Plan\n(Existing Shares) is to provide incentives to attract, motivate and retain the grantees and align the interests of\nthe grantees with those of our shareholders. It provides for the granting of restricted share units, stock options,\nrestricted shares and share appreciation rights to any participant who is an employee, a director or a service\nprovider. The 2024 Plan (Existing Shares) is funded by existing Shares, therefore it does not constitute a\nscheme involving the new issuance of Shares as referred to in Chapter 17 of the Hong Kong Listing Rules but is\nsubject to the applicable disclosure requirements under Rule 17.12 of the Hong Kong Listing Rules.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS/The 2024 Plan (Existing Shares)", - "metadata": { - "length": 796, - "summary": "This page outlines the '2024 Plan (Existing Shares)', a share incentive scheme approved by the company's board in August 2024. The plan aims to attract, motivate, and retain employees, directors, and service providers through restricted share units, stock options, and other equity-based awards funded by existing shares rather than new issuances. It notes that while the plan does not constitute a new issuance under Chapter 17 of the Hong Kong Listing Rules, it remains subject to specific disclosure requirements.", - "page_nums": [ - 38 - ], - "keywords": [ - "Hong Kong Listing Rules" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 38, - "artifact_ref": "page_citation_assets/page-38.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_e9a82efa-761b-5a50-aa67-d0ddbbc2776f", - "type": "page", - "content": "38\nPURCHASE, SALE OR REDEMPTION OF OUR COMPANY’S LISTED SECURITIES\nDuring the Reporting Period, our Company repurchased a total of 73 million Shares on the NYSE for an\naggregate consideration of US$1.0 billion.\nDetails of the Shares repurchased on the NYSE are as follows: \n \nNumber of Shares\nAggregate\nunderlying ADSs\nHighest price paid\nLowest price paid\nconsideration paid\nMonth of repurchase\nrepurchased (1)\n(US$)\n(US$)\n(US$, in millions)\nApril 2025\n30,630,480\n16.76\n11.97\n427\nMay 2025\n13,559,320\n16.79\n14.02\n210\nJune 2025\n11,685,192\n15.00\n13.92\n168\nJuly 2025\n11,019,160\n15.00\n12.96\n154\nAugust 2025\n5,839,336\n15.00\n14.52\n87\nTotal\n72,733,488\n1,046\nNote:\n1.\nEach ADS represents eight Shares.\n \nAs of the date of this Interim Report, all the Shares repurchased during the Reporting Period have been\ncancelled.\nSave as disclosed above, neither our Company nor any of its subsidiaries purchased, sold or redeemed any of\nour Company’s securities listed on the Hong Kong Stock Exchange or the NYSE (including sale of treasury\nshares) during the Reporting Period. As of September 30, 2025, our Company did not hold any treasury shares\nas defined in the Hong Kong Listing Rules.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/PURCHASE, SALE OR REDEMPTION OF OUR COMPANY'S LISTED SECURITIES", - "metadata": { - "length": 1174, - "summary": "This page details the company's purchase, sale, or redemption of listed securities during a reporting period. It primarily focuses on the repurchase of 73 million shares on the NYSE for an aggregate consideration of US$1.0 billion. A table provides a monthly breakdown from April to August 2025, listing the number of underlying ADSs repurchased, the highest and lowest prices paid per share, and the total aggregate consideration in millions of US dollars. The text also notes that all repurchased shares were cancelled and confirms no other securities were purchased or sold on the Hong Kong Stock Exchange or NYSE.", - "page_nums": [ - 39 - ], - "keywords": [ - "NYSE", - "Hong Kong Stock Exchange" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 39, - "artifact_ref": "page_citation_assets/page-39.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_c6263a42-5cbd-5c91-93c1-b809cd366196", - "type": "page", - "content": "39\nOTHER INFORMATION\nCorporate Governance\nCompliance with the Corporate Governance Code\nTo the knowledge of the Company and our directors, we have complied with all applicable code provisions set\nout in the Corporate Governance Code as set forth in Part 2 of Appendix C1 to the Hong Kong Listing Rules for\nthe six months ended September 30, 2025.\nCompliance with the Model Code\nWe have adopted our own trading guidelines, on terms no less exacting than the required standard set out in the\nModel Code as set forth in Appendix C3 to the Hong Kong Listing Rules, to regulate, among others, all\ndealings by directors and relevant employees of securities in the Company.\nHaving made specific enquiry of all directors, all directors confirmed that they have complied with our trading\nguidelines during the six months ended September 30, 2025.\nAudit Committee Review\nThe audit committee oversees our accounting and financial reporting processes and the audits of our financial\nstatements. Our audit committee is responsible for, among other things:\n•\nselecting, and evaluating the qualifications, performance and independence of the independent auditor;\n•\npre-approving or, as permitted, approving auditing and non-auditing services permitted to be performed by\nthe independent auditor;\n•\nassessing the adequacy of our internal accounting controls and audit procedures;\n•\nreviewing with the independent auditor any audit problems or difficulties and management's response;\n•\nreviewing and approving related party transactions (as defined in Form 20-F) and connected transactions\n(as required under the Hong Kong Listing Rules);\n•\nreviewing and discussing the quarterly reports, half-year reports and annual reports with management and\nthe independent auditor;\n•\nestablishing procedures for the receipt, retention and treatment of complaints received from our employees\nregarding accounting, internal accounting controls or auditing matters and the confidential, anonymous\nsubmission by our employees of concerns regarding questionable accounting or auditing matters;\n•\nmeeting separately, periodically, with management, internal auditors and the independent auditor; and\n•\nreporting regularly to the full board of directors.\nOur audit committee has reviewed our unaudited condensed consolidated interim financial statements for the six\nmonths ended September 30, 2025, and has met with the independent auditor of the Company,", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance/Compliance with the Corporate Governance Code", - "metadata": { - "length": 2419, - "summary": "The section states that the Company and its directors have complied with all applicable code provisions set out in Part 2 of Appendix C1 to the Hong Kong Listing Rules for the six months ended September 30, 2025.", - "page_nums": [ - 40 - ], - "keywords": [ - "Hong Kong Listing Rules" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 40, - "artifact_ref": "page_citation_assets/page-40.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_0cb36e5f-bb18-5ac3-b150-3e8acfb7550c", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance/Compliance with the Corporate Governance Code p40]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance/Compliance with the Model Code", - "metadata": { - "length": 147, - "summary": "The section details the Company's adoption of trading guidelines that meet or exceed the standards set out in the Model Code (Appendix C3 to the Hong Kong Listing Rules) to regulate securities dealings by directors and relevant employees. It confirms that, following specific enquiries, all directors have complied with these guidelines for the six months ended September 30, 2025.", - "page_nums": [ - 40 - ], - "keywords": [ - "Model Code", - "Hong Kong Listing Rules" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 40, - "artifact_ref": "page_citation_assets/page-40.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_9f469426-3ae4-50f2-a799-f790ac3bfdb6", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance/Compliance with the Corporate Governance Code p40]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Audit Committee Review", - "metadata": { - "length": 147, - "summary": "This section outlines the responsibilities of the Audit Committee, including overseeing financial reporting, evaluating the independent auditor, assessing internal controls, and reviewing reports. It concludes by stating that the committee has reviewed the unaudited condensed consolidated interim financial statements for the six months ended September 30, 2025.", - "page_nums": [ - 40 - ], - "keywords": [ - "Hong Kong Listing Rules", - "September 30, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 40, - "artifact_ref": "page_citation_assets/page-40.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_b9a44a5f-61f0-549f-971a-c6d8c61980d0", - "type": "page", - "content": "40\nPricewaterhouseCoopers. Our audit committee has also discussed the accounting policies and practices adopted\nby us, as well as internal control and financial reporting matters.\nOur unaudited condensed consolidated interim financial statements for the six months ended September 30,\n2025 have been reviewed by the independent auditor of the Company, PricewaterhouseCoopers, in accordance\nwith International Standard on Review Engagements 2410 “Review of Interim Financial Information Performed\nby the Independent Auditor of the Entity”.\nInterim Dividend\nOur board did not recommend the distribution of an interim dividend for the Reporting Period. \nUse of Proceeds from the Notes Offerings\nSeptember 2025 Notes Offering\nIn September 2025, we completed a private offering (the “September 2025 Notes Offering”) of US$3.168\nbillion aggregate principal amount of Zero Coupon Convertible Senior Notes due 2032 (the “September 2025\nNotes”). In connection with the September 2025 Notes Offering, we also entered into capped call transactions\n(the “Capped Call Transactions”) with certain financial institutions at the costs of US$184 million. The cap\nprice of the Capped Call Transactions is initially US$235.46 per ADS (subject to certain adjustments), which\nrepresents a premium of 60% over the closing price of the ordinary shares on the Hong Kong Stock Exchange\non the date of pricing of the Notes Offering of HK$143.30, which is converted and multiplied by eight, the\nordinary-share-to-ADS ratio to, US$147.16 (the “Reference Share Price”). The September 2025 Notes have\nbeen offered to certain non-U.S. persons in offshore transaction in reliance on Regulation S under the U.S.\nSecurities Act.\nThe Company intended to use the net proceeds from the September 2025 Notes Offering for general corporate\npurposes, with a strategic focus on strengthening its cloud infrastructure capabilities and international\ncommerce business operations. Specifically, the allocation will include approximately 80% directed towards\nenhancing its cloud infrastructure, which encompasses scaling up data centers, upgrading technology, and\nimproving services to meet growing demand. The remaining 20% will be invested in expanding international\ncommerce operations, focusing on operational investments that will enable the Company to enhance its market\npresence and efficiency.\nThe September 2025 Notes will mature on September 15, 2032, unless earlier redeemed, repurchased or\nconverted in accordance with their terms prior to such date. Prior to the close of business on the business day\nimmediately preceding March 15, 2032, holders will have the right to convert all or any portion of their Notes,\nin multiples of US$1,000 principal amount, only upon satisfaction of certain conditions. On or after March 15,\n2032, until the close of business on the third scheduled trading day immediately preceding the maturity date,\nholders may convert all or any portion of their Notes, in multiples of US$1,000 principal amount, at their option\nat any time irrespective of the foregoing conditions. Upon conversion, we retain flexibility to control any\npotential dilution with full discretion to settle the conversions in cash or ADSs, or a combination of both.\nHolders may also elect to receive ordinary shares in lieu of any ADSs upon conversion.\nThe initial conversion rate for the Notes is 5.1773 ADSs per US$1,000 principal amount of the September 2025\nNotes, which is equivalent to an initial conversion price of approximately US$193.15 per ADS (or HK$188.08\nper ordinary share, as converted and divided by eight, the ordinary-share-to-ADS ratio). The initial conversion\nprice represents a premium of approximately 31.25% over the Reference Share Price, and the conversion rate\n\n41\nwill be subject to adjustment in some events, including but not limited to a share split, a share combination, cash\ndistributions, certain issuances of rights, options or warrants, distribution of capital stock, certain tender or\nexchange offers, and certain other dilutive events.\nThe net price of each conversion share, based on the estimated net proceeds of approximately US$3.13 billion\nand 16,401,686 conversion shares (in the form of ADSs) that are issuable under the September 2025 Notes\n(excluding adjustment and make-whole adjustments), is expected to be approximately US$190.60. Upon\nexercise in full of the conversion rights attached to the September 2025 Notes at the initial conversion price of\nUS$193.15 per ADS (equivalent to HK$188.08 per ordinary share, as converted and divided by eight, the\nordinary-share-to-ADS ratio), a total of approximately 16,401,686 ADSs (or 131,213,488 ordinary shares) will\nbe issued.\nFor further details of the September 2025 Notes Offering, please see the announcements of our Company dated\nSeptember 11, 2025 and September 17, 2025.\nThe net proceeds raised from the September 2025 Notes Offering were used according to the intentions as\ndisclosed in the announcement of our Company dated September 11, 2025. As of September 30, 2025, the\nunutilized proceeds amounted to US$2,400 million. A summary of the utilization of the net proceeds from the\nSeptember 2025 Notes Offering as of September 30, 2025 is as follows:\nGeneral Corporate purposes\nNet proceeds from the\nSeptember 2025 Notes\nOffering\n(US$ in millions)\nAmount of net proceeds\nutilized during the\nreporting period\n(US$ in millions)\nActual use of proceeds up to\nSeptember 30, 2025\n(US$ in millions)\nEnhancing its cloud\ninfrastructure\n2,504\n443\n443\nExpanding international\ncommerce operations\n626\n287\n287\nTotal\n3,130\n730\n730", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Use of Proceeds from the Notes Offerings", - "metadata": { - "length": 5588, - "summary": "This section details the 'September 2025 Notes Offering', a private offering of US$3.168 billion in Zero Coupon Convertible Senior Notes due 2032. It outlines the use of net proceeds for general corporate purposes, specifically allocating approximately 80% to enhancing cloud infrastructure and 20% to expanding international commerce operations. The text provides financial specifics including capped call transactions, conversion rates, maturity dates (September 15, 2032), and initial conversion prices. A table summarizes the utilization of these net proceeds as of September 30, 2025, showing amounts allocated versus utilized for each purpose.", - "page_nums": [ - 41, - 42 - ], - "keywords": [ - "PricewaterhouseCoopers", - "September 2025 Notes Offering", - "September 2025 Notes", - "Capped Call Transactions", - "Hong Kong Stock Exchange", - "U.S. Securities Act" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 41, - "artifact_ref": "page_citation_assets/page-41.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 42, - "artifact_ref": "page_citation_assets/page-42.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_6f141a98-4d85-5a5d-8b36-b8a4dcd024b1", - "type": "page", - "content": "42\nDEFINITIONS\n \nConventions that apply to this Interim Report\nUnless the context otherwise requires, references in this interim report to:\n•\n“2014 Plan” is to the 2014 Post-IPO Equity Incentive Plan, which we adopted on September 2, 2014 and\namended and restated on February 12, 2020 and May 25, 2022;\n•\n“2024 Plan” is to the 2024 Equity Incentive Plan, which we adopted on August 22, 2024;\n•\n“2024 Plan (Existing Shares)” is to the 2024 Equity Incentive Plan (Existing Shares), which we adopted on\nAugust 26, 2024;\n•\n“ADS(s)” are to the American depositary share(s), each of which represents eight Shares;\n•\n“Alibaba,” “Alibaba Group,” “the Group,” “Company,” “our company,” “we,” “our” or “us” are to\nAlibaba Group Holding Limited, a company incorporated in the Cayman Islands with limited liability on\nJune 28, 1999 and, where the context requires, its consolidated subsidiaries and its affiliated consolidated\nentities, including its variable interest entities and their subsidiaries, from time to time;\n•\n“Articles” or “Articles of Association” is to our Amended and Restated Articles of Association (as\namended and restated from time to time), adopted on September 30, 2020 and amended on August 22, 2024;\n•\n“board” or “board of directors” is to our board of directors, unless otherwise stated;\n•\n“Corporate Governance Code” is to the Corporate Governance Code set out in Appendix C1 to the Hong\nKong Listing Rules;\n•\n“director(s)” are to member(s) of our board, unless otherwise stated;\n•\n“Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on The Stock Exchange of\nHong Kong Limited, as amended or supplemented from time to time;\n•\n“Hong Kong Stock Exchange” is to The Stock Exchange of Hong Kong Limited;\n•\n“Model Code” is to the Model Code for Securities Transactions by Directors of Listed Issuers set out in\nAppendix C3 to the Hong Kong Listing Rules;\n•\n“NYSE” is to the New York Stock Exchange;\n•\n“Reporting Period” is to the six months ended September 30, 2025;\n•\n“RSU(s)” are to restricted share unit(s);\n•\n“SEC” is to the United States Securities and Exchange Commission;\n•\n“SFO” is to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or\nsupplemented from time to time;\n\n43\n•\n“Share Split” is to the subdivision of each ordinary share into eight Shares, pursuant to which the par value\nof our Shares was correspondingly changed from US$0.000025 per Share to US$0.000003125 per Share,\nwith effect from July 30, 2019; immediately after the Share Split became effective, our authorized share\ncapital became US$100,000 divided into 32,000,000,000 Shares of par value US$0.000003125 per Share;\n•\n“shareholder(s)” are to holder(s) of Shares and, where the context requires, ADSs;\n•\n“Share(s)” or “ordinary share(s)” are to ordinary share(s) in our capital with par value of US$0.000003125\neach;\n•\n“substantial shareholder(s)” has the meaning ascribed to it under the Hong Kong Listing Rules;\n•\n“U.S.” or “United States” is to the United States of America, its territories, its possessions and all areas\nsubject to its jurisdiction;\n•\n“US$” or “U.S. dollars” are to the lawful currency of the United States;\n•\n“U.S. Exchange Act” is to the United States Securities Exchange Act of 1934, as amended, and the rules\nand regulations promulgated thereunder;\n•\n“U.S. Securities Act” is to the United States Securities Act of 1933, as amended, and the rules and\nregulations promulgated thereunder.\n\n44\nALIBABA GROUP HOLDING LIMITED\nINDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS\nPage\nReport on Review of Interim Financial Information for the six-months ended September 30, 2025\n45\nUnaudited Condensed Consolidated Income Statements for the six months ended September 30, 2024 and 2025\n46\nUnaudited Condensed Consolidated Statements of Comprehensive Income for the six months ended September 30, 2024\nand 2025\n47\nUnaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2025\n48\nUnaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended\nSeptember 30, 2024 and 2025\n50\nUnaudited Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2025\n52\nNotes to Unaudited Condensed Consolidated Financial Statements\n53", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Conventions that apply to this Interim Report", - "metadata": { - "length": 4304, - "summary": "This section defines key terms and conventions used throughout the Interim Report. It specifies meanings for various equity incentive plans (2014 Plan, 2024 Plan), share classes (ADS, Shares), corporate governance documents (Articles, Model Code), regulatory bodies (SEC, SFO), and financial reporting periods. The definitions clarify references to Alibaba Group Holding Limited, its board of directors, and specific stock exchanges like the NYSE and Hong Kong Stock Exchange.", - "page_nums": [ - 43, - 44, - 45 - ], - "keywords": [ - "Alibaba", - "Alibaba Group", - "Alibaba Group Holding Limited", - "Cayman Islands", - "Hong Kong Listing Rules", - "The Stock Exchange of Hong Kong Limited", - "Hong Kong Stock Exchange", - "NYSE", - "New York Stock Exchange", - "United States Securities and Exchange Commission", - "SEC", - "Securities and Futures Ordinance", - "SFO", - "Laws of Hong Kong" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 43, - "artifact_ref": "page_citation_assets/page-43.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 44, - "artifact_ref": "page_citation_assets/page-44.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 45, - "artifact_ref": "page_citation_assets/page-45.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1757 - } - ] - } - }, - { - "chunk_id": "node_c8124c40-8a55-52cd-b806-43e006959316", - "type": "page", - "content": "45\nReport on Review of Interim Financial Information\nTo the Board of Directors of Alibaba Group Holding Limited\n(incorporated in the Cayman Islands with limited liability)\nIntroduction\nWe have reviewed the interim financial information set out on pages 46 to 81, which comprises the condensed \nconsolidated balance sheet of Alibaba Group Holding Limited (the “Company”) and its subsidiaries (together, the \n“Group”) as at September 30, 2025 and the condensed consolidated income statement, the condensed consolidated \nstatement of comprehensive income, the condensed consolidated statement of changes in shareholders’ equity and the \ncondensed consolidated statement of cash flows for the six-month period then ended, and selected explanatory notes. \nThe Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of \na report on interim financial information to be in compliance with the relevant provisions thereof and accounting \nprinciples generally accepted in the United States of America (“U.S. GAAP”). The directors of the Company are \nresponsible for the preparation and presentation of this interim financial information in accordance with U.S. GAAP. \nOur responsibility is to express a conclusion on this interim financial information based on our review and to report \nour conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. \nWe do not assume responsibility towards or accept liability to any other person for the contents of this report.\nScope of Review\nWe conducted our review in accordance with International Standard on Review Engagements 2410, “Review of \nInterim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial \ninformation consists of making inquiries, primarily of persons responsible for financial and accounting matters, and \napplying analytical and other review procedures. A review is substantially less in scope than an audit conducted in \naccordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we \nwould become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an \naudit opinion.\nConclusion\nBased on our review, nothing has come to our attention that causes us to believe that the interim financial information \nof the Group is not prepared, in all material respects, in accordance with U.S. GAAP.\nPricewaterhouseCoopers\nCertified Public Accountants \nHong Kong, December 4, 2025", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Introduction", - "metadata": { - "length": 2583, - "summary": "The section introduces a review of interim financial information for Alibaba Group Holding Limited and its subsidiaries as of September 30, 2025. It outlines the scope of the reviewed documents (balance sheet, income statement, etc.), states that the preparation is in accordance with U.S. GAAP, and clarifies the auditors' responsibility to report solely to the Board of Directors.", - "page_nums": [ - 46 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "United States of America" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 46, - "artifact_ref": "page_citation_assets/page-46.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1757 - } - ] - } - }, - { - "chunk_id": "node_c94a8b8e-dc1d-526d-91b3-2fcd1fa0a24a", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Introduction p46]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Scope of Review", - "metadata": { - "length": 87, - "summary": "The section outlines the review process conducted in accordance with International Standard on Review Engagements 2410. It explains that a review involves making inquiries and applying analytical procedures, which is substantially less in scope than an audit. Consequently, the reviewers do not express an audit opinion.", - "page_nums": [ - 46 - ], - "keywords": [ - "International Standard on Review Engagements 2410", - "Hong Kong Limited" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 46, - "artifact_ref": "page_citation_assets/page-46.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1757 - } - ] - } - }, - { - "chunk_id": "node_7b2ebc9a-2111-5e17-b4a5-67c25ee9d58d", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Introduction p46]\n\n46\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(Note 2(a))\n(in millions, except per share data)\nNotes\nRevenue\n4, 16\n479,739\n495,447\n69,595\nCost of revenue\n16\n(290,135)\n(287,210)\n(40,344)\nProduct development expenses\n16\n(27,555)\n(32,096)\n(4,509)\nSales and marketing expenses\n16\n(65,167)\n(119,674)\n(16,811)\nGeneral and administrative expenses\n16\n(23,057)\n(14,778)\n(2,076)\nAmortization and impairment of intangible assets\n(3,441)\n(1,633)\n(229)\nOther gains, net\n851\n297\n42\nIncome from operations\n71,235\n40,353\n5,668\nInterest and investment income, net\n17,129\n37,468\n5,263\nInterest expense\n(4,615)\n(4,995)\n(702)\nOther (expense) income, net\n16\n(1,221)\n1,329\n187\nIncome before income tax and share of results of\n equity method investees\n82,528\n74,155\n10,416\nIncome tax expenses\n5\n(17,442)\n(14,415)\n(2,024)\nShare of results of equity method investees\n2,483\n3,254\n457\nNet income\n67,569\n62,994\n8,849\nNet loss (income) attributable to noncontrolling interests\n854\n(1,326)\n(187)\nNet income attributable to Alibaba Group\n Holding Limited\n68,423\n61,668\n8,662\n(Accretion) Reversal of accretion of mezzanine equity\n(280)\n2,438\n343\nNet income attributable to ordinary shareholders\n68,143\n64,106\n9,005\nEarnings per share attributable to ordinary shareholders\n7\n Basic\n3.58\n3.45\n0.49\n Diluted\n3.50\n3.34\n0.47\nEarnings per ADS attributable to ordinary\n shareholders (one ADS equals eight ordinary shares)\n7\n Basic\n28.62\n27.63\n3.88\n Diluted\n28.00\n26.73\n3.75\nWeighted average number of shares used in\n computing earnings per share (million shares)\n7\n Basic\n19,045\n18,562\n Diluted\n19,459\n19,154\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.\n\n47\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(Note 2(a))\n(in millions)\nNet income\n67,569\n62,994\n8,849\nOther comprehensive income (loss):\n- Foreign currency translation:\nChange in unrealized losses, net of tax\n(3,699)\n(5,081)\n(714)\n- Share of other comprehensive income (loss) of equity\n method investees:\nChange in unrealized gains (losses)\n350\n(40)\n(6)\n- Interest rate swaps under hedge accounting and others:\nChange in unrealized gains\n60\n1\n—\nOther comprehensive loss\n(3,289)\n(5,120)\n(720)\nTotal comprehensive income\n64,280\n57,874\n8,129\nTotal comprehensive loss (income) attributable to\n noncontrolling interests\n1,119\n(273)\n(38)\nTotal comprehensive income attributable to\n ordinary shareholders\n65,399\n57,601\n8,091\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Conclusion", - "metadata": { - "length": 2827, - "summary": "The 'Conclusion' section states that based on the review, nothing has come to the auditors' attention causing them to believe that the interim financial information of the Group is not prepared, in all material respects, in accordance with U.S. GAAP.", - "page_nums": [ - 46, - 47, - 48 - ], - "keywords": [ - "U.S. GAAP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 46, - "artifact_ref": "page_citation_assets/page-46.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1757 - }, - { - "page_num": 47, - "artifact_ref": "page_citation_assets/page-47.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1263, - "height": 1757 - }, - { - "page_num": 48, - "artifact_ref": "page_citation_assets/page-48.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_9ee2eab7-49a4-5934-b5f7-24702e509f82", - "type": "page", - "content": "48\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\nUS$\n(Note 2(a))\n(in millions)\nNotes\nAssets\nCurrent assets:\nCash and cash equivalents\n145,487\n135,069\n18,973\nShort-term investments\n228,826\n193,246\n27,145\nRestricted cash and escrow receivables\n43,781\n40,374\n5,671\nEquity securities and other investments\n8\n53,780\n45,257\n6,357\nPrepayments, receivables and other assets\n202,175\n232,673\n32,684\nTotal current assets\n674,049\n646,619\n90,830\nEquity securities and other investments\n8\n356,818\n411,953\n57,867\nPrepayments, receivables and other assets\n83,431\n96,927\n13,615\nInvestments in equity method investees\n210,169\n206,862\n29,058\nProperty and equipment, net\n203,348\n246,539\n34,631\nIntangible assets, net\n10\n20,911\n19,429\n2,729\nGoodwill\n11\n255,501\n255,551\n35,897\nTotal assets\n1,804,227\n1,883,880\n264,627\nLiabilities, mezzanine equity and shareholders’ equity\nCurrent liabilities:\nCurrent bank borrowings\n22,562\n26,288\n3,693\nIncome tax payable\n11,638\n5,588\n785\nAccrued expenses, accounts payable and other liabilities\n12\n332,537\n340,769\n47,868\nMerchant deposits\n274\n251\n35\nDeferred revenue and customer advances\n68,335\n71,241\n10,007\nTotal current liabilities\n435,346\n444,137\n62,388\nDeferred revenue\n4,536\n4,496\n632\nDeferred tax liabilities\n48,454\n46,802\n6,574\nNon-current bank borrowings\n49,909\n63,566\n8,929\nNon-current unsecured senior notes\n122,398\n120,504\n16,927\nNon-current convertible unsecured senior notes\n13\n35,834\n57,481\n8,074\nNon-current exchangeable bonds\n14\n—\n13,755\n1,932\nOther liabilities\n12\n17,644\n21,354\n3,000\nTotal liabilities\n714,121\n772,095\n108,456\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Assets", - "metadata": { - "length": 1753, - "summary": "The 'Assets' section of the Unaudited Condensed Consolidated Balance Sheets for Alibaba Group Holding Limited as of March 31, 2025, and September 30, 2025. It details current assets (including cash, short-term investments, and receivables) and non-current assets (such as equity securities, property, equipment, intangible assets, and goodwill), culminating in a total asset value.", - "page_nums": [ - 49 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 49, - "artifact_ref": "page_citation_assets/page-49.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a39c3e57-48d9-50d0-b648-05a05e04ae88", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Assets p49]\n\n49\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\nUS$\n(Note 2(a))\n(in millions)\nCommitments and contingencies\nMezzanine equity\n11,713\n9,884\n1,388\nShareholders’ equity:\nOrdinary shares, US$0.000003125 par value; 32,000,000,000\n shares authorized as of March 31 and September 30, 2025;\n 18,474,235,708 and 18,551,943,896 shares issued and\n outstanding as of March 31 and September 30, 2025 respectively\n1\n1\n—\nAdditional paid-in capital\n381,379\n387,147\n54,382\nTreasury shares, at cost\n(36,329)\n(36,162)\n(5,080)\nStatutory reserves\n15,936\n16,286\n2,288\nAccumulated other comprehensive income (loss)\nCumulative translation adjustments\n3,286\n(1,670)\n(234)\nUnrealized gains on interest rate swaps and others\n107\n109\n15\nRetained earnings\n645,478\n666,784\n93,663\nTotal shareholders’ equity\n1,009,858\n1,032,495\n145,034\nNoncontrolling interests\n68,535\n69,406\n9,749\nTotal equity\n1,078,393\n1,101,901\n154,783\nTotal liabilities, mezzanine equity and equity\n1,804,227\n1,883,880\n264,627\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.\n\n50\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY\nOrdinary shares\nAccumulated other\ncomprehensive income (loss)\nShare\nAmount\nAdditional\npaid-in\ncapital\nTreasury\nshares\nStatutory\nreserves\nCumulative\ntranslation\nadjustments\nUnrealized\ngains\n(losses) on\ninterest\nrate swaps\nand others\nRetained\nearnings\nTotal\nshareholders’\nequity\nNoncontrolling\ninterests\nTotal\nequity\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\n(in millions, except per share data)\nBalance as of\n April 1, 2024\n19,469,126,956\n1\n397,999\n(27,684)\n14,733\n3,635\n(37)\n597,897\n986,544\n115,327\n1,101,871\nForeign currency\n translation\n adjustment,\n net of tax\n—\n—\n—\n—\n—\n(3,541)\n—\n—\n(3,541)\n(158)\n(3,699)\nShare of additional\n paid-in capital\n and other\n comprehensive\n income of equity\n method investees\n—\n—\n(42)\n—\n—\n335\n15\n—\n308\n—\n308\nChange in fair value of\n interest rate swaps\n under hedge\n accounting\n and others\n—\n—\n—\n—\n—\n—\n60\n—\n60\n—\n60\nNet income for the\n period\n—\n—\n—\n—\n—\n—\n—\n68,423\n68,423\n(961)\n67,462\nAcquisition of\n subsidiaries\n—\n—\n—\n—\n—\n—\n—\n—\n—\n187\n187\nIssuance of shares,\n including vesting of\n RSUs and early\n exercised options\n and exercise of\n share options\n178,297,456\n—\n—\n—\n—\n—\n—\n—\n—\n—\n—\nRepurchase and\n retirement of\n ordinary shares\n(1,027,554,280)\n—\n(21,096)\n(8,501)\n—\n—\n—\n(42,216)\n(71,813)\n—\n(71,813)\nTransactions with\n noncontrolling\n interests\n—\n—\n2,357\n—\n—\n—\n—\n—\n2,357\n(23,852)\n(21,495)\nAmortization of\n compensation cost\n—\n—\n5,819\n—\n—\n—\n—\n—\n5,819\n1,962\n7,781\nDeclaration of\n dividends\n—\n—\n—\n—\n—\n—\n—\n(29,340)\n(29,340)\n—\n(29,340)\nCapped call\n transactions\n—\n—\n(4,612)\n—\n—\n—\n—\n—\n(4,612)\n—\n(4,612)\nAppropriation to\n statutory reserves\n—\n—\n—\n—\n1,152\n—\n—\n(1,152)\n—\n—\n—\nOthers\n—\n—\n(280)\n—\n—\n—\n—\n—\n(280)\n(144)\n(424)\nBalance as of\n September 30, 2024\n18,619,870,132\n1\n380,145\n(36,185)\n15,885\n429\n38\n593,612\n953,925\n92,361\n1,046,286\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.\n\n51\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY\n(CONTINUED)\nOrdinary shares\nAccumulated other\ncomprehensive income (loss)\nShare\nAmount\nAdditional\npaid-in\ncapital\nTreasury\nshares\nStatutory\nreserves\nCumulative\ntranslation\nadjustments\nUnrealized\ngains\n(losses) on\ninterest\nrate swaps\nand others\nRetained\nearnings\nTotal\nshareholders’\nequity\nNoncontrolling\ninterests\nTotal\nequity\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\n(in millions, except per share data)\nBalance as of\n April 1, 2025\n18,474,235,708\n1\n381,379\n(36,329)\n15,936\n3,286\n107\n645,478\n1,009,858\n68,535\n1,078,393\nForeign currency\n translation\n adjustment,\n net of tax\n—\n—\n—\n—\n—\n(3,643)\n7\n—\n(3,636)\n(166)\n(3,802)\nShare of additional\n paid-in capital\n and other\n comprehensive\n income of equity\n method investees\n—\n—\n(129)\n—\n—\n(34)\n(6)\n—\n(169)\n—\n(169)\nChange in fair value of\n interest rate swaps\n under hedge\n accounting and others\n—\n—\n—\n—\n—\n—\n1\n—\n1\n—\n1\nNet investment hedge\n—\n—\n—\n—\n—\n(1,279)\n—\n—\n(1,279)\n—\n(1,279)\nNet income for the\n period\n—\n—\n—\n—\n—\n—\n—\n61,668\n61,668\n439\n62,107\nAcquisition of\n subsidiaries\n—\n—\n—\n—\n—\n—\n—\n—\n—\n2\n2\nDeconsolidation of\n subsidiaries\n—\n—\n—\n—\n—\n—\n—\n—\n—\n(80)\n(80)\nIssuance of shares,\n including vesting of\n RSUs and early\n exercised options\n and exercise of\n share options\n150,441,676\n—\n1,038\n—\n—\n—\n—\n—\n1,038\n—\n1,038\nRepurchase and\n retirement of\n ordinary shares\n(72,733,488)\n—\n(1,737)\n167\n—\n—\n—\n(5,965)\n(7,535)\n—\n(7,535)\nTransactions with\n noncontrolling\n interests\n—\n—\n68\n—\n—\n—\n—\n—\n68\n(315)\n(247)\nAmortization of\n compensation cost\n—\n—\n5,397\n—\n—\n—\n—\n—\n5,397\n1,075\n6,472\nDeclaration of\n dividends\n—\n—\n—\n—\n—\n—\n—\n(34,047)\n(34,047)\n—\n(34,047)\nCapped call\n transactions\n—\n—\n(1,309)\n—\n—\n—\n—\n—\n(1,309)\n—\n(1,309)\nAppropriation to\n statutory reserves\n—\n—\n—\n—\n350\n—\n—\n(350)\n—\n—\n—\nOthers\n—\n—\n2,440\n—\n—\n—\n—\n—\n2,440\n(84)\n2,356\nBalance as of\n September 30, 2025\n18,551,943,896\n1\n387,147\n(36,162)\n16,286\n(1,670)\n109\n666,784\n1,032,495\n69,406\n1,101,901\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.\n\n52\nALIBABA GROUP HOLDING LIMITED\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\nUS$\n(Note 2(a))\n(in millions)\nCash flows from operating activities:\n65,074\n30,771\n4,322\nCash flows from investing activities:\nDecrease in short-term investments, net\n105,470\n12,972\n1,822\nIncrease in other treasury investments, net\n(113,387)\n(24,091)\n(3,384)\nSettlement of forward exchange contracts, net\n311\n(111)\n(16)\nAcquisitions of equity and debt securities, and others\n(3,905)\n(18,690)\n(2,625)\nDisposals of equity and debt securities, and others\n5,772\n35,390\n4,971\nAcquisitions of equity method investees\n(1,964)\n(1,179)\n(165)\nDisposals of and distributions from equity method investees\n737\n2,426\n341\nAcquisitions of land use rights, property and equipment\n(29,585)\n(70,177)\n(9,858)\nDisposals of property and equipment\n1,475\n239\n34\nCash received (paid) for business combinations, net of cash acquired\n62\n(62)\n(9)\nDeconsolidation and disposal of subsidiaries, net of cash proceeds\n—\n11,825\n1,661\nLoans to employees, net of repayments\n149\n134\n19\nNet cash used in investing activities\n(34,865)\n(51,324)\n(7,209)\nCash flows from financing activities:\nIssuance of ordinary shares\n1\n1,038\n146\nRepurchase of ordinary shares\n(72,889)\n(7,638)\n(1,073)\nDividend distribution\n(29,022)\n(33,621)\n(4,723)\nProceeds from convertible unsecured senior notes, net of debt issuance cost\n35,677\n22,303\n3,133\nPayments for capped call transactions\n(4,612)\n(1,309)\n(184)\nAcquisition of additional equity interests in non-wholly owned subsidiaries\n(19,947)\n(1,155)\n(162)\nDividends paid by non-wholly owned subsidiaries to noncontrolling interests\n(116)\n(306)\n(43)\nContingent consideration payments made after a business combination\n(149)\n(81)\n(11)\nCapital injection from noncontrolling interests\n2,636\n168\n24\nProceeds from exchangeable bonds, net of debt issuance cost\n—\n10,986\n1,543\nProceeds from bank borrowings and other borrowings, net of upfront fee payment\n for a syndicated loan\n22,098\n37,805\n5,310\nRepayment of bank borrowings\n(20,041)\n(20,019)\n(2,812)\nNet cash (used in) provided by financing activities\n(86,364)\n8,171\n1,148\nEffect of exchange rate changes on cash and cash equivalents,\n restricted cash and escrow receivables\n(1,797)\n(1,443)\n(203)\nDecrease in cash and cash equivalents, restricted cash and escrow\n receivables\n(57,952)\n(13,825)\n(1,942)\nCash and cash equivalents, restricted cash and escrow receivables\n at beginning of period\n286,424\n189,268\n26,586\nCash and cash equivalents, restricted cash and escrow receivables\n at end of period\n228,472\n175,443\n24,644\nThe accompanying notes form an integral part of these unaudited condensed consolidated financial statements.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Liabilities, mezzanine equity and shareholders’ equity", - "metadata": { - "length": 8104, - "summary": "This section details the liabilities, mezzanine equity, and shareholders' equity for Alibaba Group Holding Limited as of March 31, 2025, and September 30, 2025. It presents a breakdown of current and non-current liabilities, including bank borrowings, tax payables, and various notes and bonds. The section also outlines the components of shareholders' equity, such as ordinary shares, additional paid-in capital, retained earnings, and noncontrolling interests, culminating in the total equity figure.", - "page_nums": [ - 49, - 50, - 51, - 52, - 53 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 49, - "artifact_ref": "page_citation_assets/page-49.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 50, - "artifact_ref": "page_citation_assets/page-50.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 51, - "artifact_ref": "page_citation_assets/page-51.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 52, - "artifact_ref": "page_citation_assets/page-52.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 53, - "artifact_ref": "page_citation_assets/page-53.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_bfe82b51-0796-5874-93cc-a4bf9dd11a59", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n53\n1.\nOrganization and principal activities\nAlibaba Group Holding Limited (the “Company”) is a limited liability company, which was incorporated in the Cayman Islands\non June 28, 1999. The Company is a holding company and conducts its businesses primarily through its subsidiaries and variable\ninterest entities. In these unaudited condensed consolidated financial statements, where appropriate, the term “Company” also\nrefers to its subsidiaries as a whole. The Company provides the technology infrastructure and marketing reach to help merchants,\nbrands, retailers and other businesses to leverage the power of new technology to engage with their users and customers and\noperate in a more efficient way.\nThe Company's businesses comprise Alibaba China E-commerce Group, Alibaba International Digital Commerce Group, Cloud \nIntelligence Group and All others. An ecosystem has developed around the Company’s platforms and businesses that consists of \nconsumers, merchants, brands, retailers, enterprises, third-party service providers, strategic alliance partners and other businesses. \nThe Company’s American depositary shares (“ADSs”) are listed on the New York Stock Exchange (“NYSE”) under the symbol\n“BABA” and the Company’s ordinary shares are listed on the Hong Kong Stock Exchange (“HKSE”) under the stock codes\n“9988 (HKD Counter)” and “89988 (RMB Counter).”\n2.\nSummary of significant accounting policies\n(a) Basis of presentation\nThe accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles \ngenerally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and the disclosure requirements \nof the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented \nfrom time to time (“Hong Kong Listing Rules”). Accordingly, they do not include all of the information and footnote disclosures \nrequired by U.S. GAAP for a complete set of financial statements. These unaudited condensed consolidated financial statements \ninclude all adjustments of a normal recurring nature necessary to a fair statement of the results for the interim periods presented. \nResults of operations for an interim period are not necessarily indicative of results for the entire year. \nThese unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated\nfinancial statements and notes thereto for the year ended March 31, 2025. There were no significant changes to our significant \naccounting policies from the audited consolidated financial statements for the preceding fiscal year, except that the accounting \npolicies relating to derivatives and hedging (Note 2(d)) and borrowings (Note 2(e)) were updated as a result of the issuance of \nexchangeable bonds.\nTranslations of balances in the unaudited condensed consolidated balance sheet, unaudited condensed consolidated income\nstatements, unaudited condensed consolidated statement of comprehensive income and unaudited condensed consolidated\nstatement of cash flows from RMB into the United States Dollar (“US$”) as of and for the six months ended September 30, 2025 \nare solely for the convenience of the readers and are calculated at the rate of US$1.00=RMB7.1190, representing the exchange \nrate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2025. No representation is made that\nthe RMB amounts could have been, or could be, converted, realized or settled into US$ at this rate, or at any other rate.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/1. Organization and principal activities", - "metadata": { - "length": 3727, - "summary": "This section describes Alibaba Group Holding Limited as a Cayman Islands holding company incorporated in 1999. It outlines the company's principal activities, which involve providing technology infrastructure and marketing reach to merchants and businesses through its various groups (Alibaba China E-commerce, International Digital Commerce, Cloud Intelligence). The text also details the company's stock listings on the New York Stock Exchange (NYSE) under the symbol 'BABA' and the Hong Kong Stock Exchange (HKSE) under codes '9988' and '89988'.", - "page_nums": [ - 54 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "Cayman Islands", - "Alibaba China E-commerce Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group", - "New York Stock Exchange", - "Hong Kong Stock Exchange" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 54, - "artifact_ref": "page_citation_assets/page-54.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_9f5ff829-ceff-54ad-aca8-3be39ced3c00", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/1. Organization and principal activities p54]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies", - "metadata": { - "length": 115, - "summary": "This section outlines the basis of presentation for Alibaba Group Holding Limited's unaudited condensed consolidated financial statements. It states that the statements are prepared in accordance with U.S. GAAP and Hong Kong Listing Rules, noting they do not include all disclosures required for a complete set of financial statements. The text also mentions that these interim results should be read in conjunction with the audited statements for the year ended March 31, 2025, and details the translation of balances from RMB to US$ using an exchange rate of US$1.00=RMB7.1190 as of September 30, 2025.", - "page_nums": [ - 54 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "U.S. GAAP", - "Hong Kong Listing Rules", - "Federal Reserve Board" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 54, - "artifact_ref": "page_citation_assets/page-54.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_057fcfdf-12d9-5ad1-84e7-713bb0834e9c", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n54\n2.\nSummary of significant accounting policies (Continued)\n(b) Use of estimates\nThe preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the\nCompany to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent\nassets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of\nrevenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various other\nassumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying\nvalues of assets and liabilities.\n(c) Consolidation\nThe unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries,\nwhich include the PRC-registered entities directly or indirectly owned by the Company (“WFOEs”) and variable interest entities\n(“VIEs”) over which the Company is the primary beneficiary for accounting purposes only. All transactions and balances among\nthe Company, its subsidiaries and the VIEs have been eliminated upon consolidation. The results of subsidiaries acquired or\ndisposed of are recorded in the unaudited condensed consolidated income statements from the effective date of acquisition or up\nto the effective date of disposal, as appropriate. The nature of the businesses and activities of the consolidated VIEs have not\nchanged materially from the preceding fiscal year.\nThe following financial information of the consolidated VIEs and their subsidiaries was recorded in the accompanying unaudited\ncondensed consolidated financial statements:\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\n(in millions)\nCash and cash equivalents and short-term investments\n10,621\n8,807\nInvestments in equity method investees and equity securities and other\n investments\n37,117\n35,335\nAccounts receivable and contract assets, net of allowance\n18,408\n18,666\nAmounts due from non-VIE subsidiaries of the Company\n53,792\n51,309\nProperty and equipment, net and intangible assets, net\n19,911\n37,527\nOthers\n40,429\n56,590\nTotal assets\n180,278\n208,234\nAmounts due to non-VIE subsidiaries of the Company\n113,332\n131,635\nAccrued expenses, accounts payable and other liabilities\n50,521\n60,882\nDeferred revenue and customer advances\n19,126\n18,669\nTotal liabilities\n182,979\n211,186\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nRevenue (i)\n67,739\n77,466\nNet income\n2,103\n2,442\nNet cash provided by operating activities\n12,118\n2,817\nNet cash used in investing activities\n(28,993)\n(31,914)\nNet cash provided by financing activities\n8,625\n27,034\n(i)\nRevenue generated by the VIEs are primarily from cloud services, digital media and entertainment services and others.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(b) Use of estimates", - "metadata": { - "length": 3004, - "summary": "The section explains that preparing the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions affecting reported assets, liabilities, contingent items, revenue, and expenses. These estimates are based on historical experience and other reasonable assumptions used to determine carrying values.", - "page_nums": [ - 55 - ], - "keywords": [ - "U.S. GAAP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 55, - "artifact_ref": "page_citation_assets/page-55.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_8602dfc1-af9b-53c2-8ee9-4273725c19b0", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(b) Use of estimates p55]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(c) Consolidation", - "metadata": { - "length": 153, - "summary": "This section outlines the consolidation policies for Alibaba Group Holding Limited, explaining that the financial statements include the Company and its subsidiaries (WFOEs) and variable interest entities (VIEs). It details how intercompany transactions are eliminated and how results of acquired or disposed subsidiaries are recorded. The section also presents a table with financial information for consolidated VIEs and their subsidiaries, including assets, liabilities, revenue, net income, and cash flows as of March 31, 2025, September 30, 2025, and for the six months ended September 30, 2024 and 2025.", - "page_nums": [ - 55 - ], - "keywords": [ - "Alibaba Group Holding Limited" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 55, - "artifact_ref": "page_citation_assets/page-55.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_e1b42324-33d0-5b5c-8606-9b5d0df8ddfe", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n55\n2.\nSummary of significant accounting policies (Continued)\n(d) Derivatives and hedging\nContracts that meet the definition of a derivative and an embedded derivative that is not closely related to the host contract are\ngenerally recognized on the unaudited condensed consolidated balance sheets as either assets or liabilities and recorded at fair\nvalue. Changes in the fair value of derivative assets or liabilities are either recognized periodically in the unaudited condensed\nconsolidated income statements or in other comprehensive income depending on the use of the derivatives and whether they\nqualify for hedge accounting and are so designated as cash flow hedges, fair value hedges or net investment hedges. The capped\ncall transactions in connection with the issuance of the convertible unsecured senior notes meet the scope exception for contracts\nin an entity’s own equity provided in ASC 815 “Derivatives and Hedging” and are recognized in shareholders’ equity. Other\ninstruments involving an entity’s own equity that do not meet the scope exception for contracts in an entity’s own equity provided\nin ASC 815 are classified as assets or liabilities and recorded at fair value.\nTo qualify for hedge accounting, the hedge relationship is designated and formally documented at inception, detailing the\nparticular risk management objective and strategy for the hedge (which includes the item and risk that is being hedged), the\nhedging instrument that is being used and how hedge effectiveness is being assessed. A hedging instrument has to be effective in\naccomplishing the objective of offsetting changes in the risk being hedged. The effectiveness of the hedging relationship is\nevaluated on a prospective and retrospective basis using qualitative and quantitative measures of correlation. Qualitative methods\nmay include comparison of critical terms of the hedging instrument to those of the hedged item due to the hedged risk.\nQuantitative methods include a comparison of the changes in the value or discounted cash flow of the hedging instrument to those\nof the hedged item due to the hedged risk. A hedging relationship is considered effective if the results of the hedging instrument\nare within a ratio of 80% to 125% of the results of the hedged item.\nCash flow hedges\nInterest rate swaps designated as hedging instruments to hedge against the cash flows attributable to recognized assets or\nliabilities or forecasted payments may qualify as cash flow hedges. The Company entered into interest rate swap contracts to swap\nfloating interest payments related to certain borrowings for fixed interest payments to hedge the interest rate risk associated with\ncertain forecasted payments and obligations. All changes in the fair value of interest rate swaps that are designated and qualify as\ncash flow hedges are recognized in accumulated other comprehensive income. Amounts in accumulated other comprehensive\nincome are reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. The\nCompany has elected the optional expedients under ASC 848 “Reference Rate Reform” for certain existing interest rate swaps\nthat are designated as cash flow hedges in the hedging relationship designation and the assessment of probability of forecasted\ntransaction and hedge effectiveness.\nNet investment hedges\nThe Company uses cross currency swap (“CCS”) contracts and RMB denominated unsecured senior notes and borrowings to\nhedge the foreign currency risk associated with investments in net assets of certain PRC subsidiaries held by the Company which\nare designated as net investment hedges. The Company excludes the changes in the fair value of the CCS contracts attributable to\nchanges other than those due to fluctuations in the spot exchange rate from the assessment of hedge effectiveness and the value of\nsuch excluded component is recognized in interest expenses in the unaudited condensed consolidated income statement over the\nlife of the hedging instrument under a systematic and rational method. Changes in the value of the hedging instruments due to\nfluctuations in the spot foreign currency exchange rates designated in net investment hedges are recognized in accumulated other\ncomprehensive income to offset the cumulative translation adjustments relating to those subsidiaries. For the six months ended\nSeptember 30, 2025, the losses recognized in accumulated other comprehensive income from changes in value of the CCS\ncontracts and the non-derivative financial instruments designated as net investment hedges amounted to RMB1,279 million. \nAmounts accumulated are reclassified from accumulated other comprehensive income and recognized in the unaudited condensed\nconsolidated income statements upon disposal of those subsidiaries. Once the hedge becomes ineffective, hedge accounting is\ndiscontinued prospectively. The estimated fair value of the derivatives is determined based on relevant market information. These\nestimates are calculated with reference to the market rates using industry standard valuation techniques.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(d) Derivatives and hedging/Cash flow hedges", - "metadata": { - "length": 5239, - "summary": "This section details the accounting policy for cash flow hedges, specifically focusing on interest rate swaps used to hedge against interest rate risk associated with forecasted payments and obligations. It explains that changes in fair value are recognized in accumulated other comprehensive income and reclassified into earnings when the hedged transaction affects earnings. The text also notes the election of optional expedients under ASC 848 'Reference Rate Reform' regarding existing interest rate swaps.", - "page_nums": [ - 56 - ], - "keywords": [ - "ASC 848", - "Reference Rate Reform" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 56, - "artifact_ref": "page_citation_assets/page-56.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_37fb0a36-1e14-50fc-9928-3af2fec3112a", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(d) Derivatives and hedging/Cash flow hedges p56]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(d) Derivatives and hedging/Net investment hedges", - "metadata": { - "length": 177, - "summary": "This section details the company's accounting policies for net investment hedges. It explains that cross currency swap (CCS) contracts and RMB-denominated senior notes are used to hedge foreign currency risk associated with investments in PRC subsidiaries. The text describes how changes in fair value due to spot exchange rate fluctuations are recognized in accumulated other comprehensive income, while excluding certain components from effectiveness assessments. It also notes a loss of RMB1,279 million recognized in accumulated other comprehensive income for the six months ended September 30, 2025.", - "page_nums": [ - 56 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "PRC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 56, - "artifact_ref": "page_citation_assets/page-56.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_fb78bf86-81e4-50a8-80ef-88952c689a6b", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n56\n2.\nSummary of significant accounting policies (Continued)\n(e) Borrowings\nBorrowings consist of bank borrowings, unsecured senior notes, convertible unsecured senior notes and exchangeable bonds.\nBank borrowings and unsecured senior notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums,\ndebt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental\nfees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the unaudited\ncondensed consolidated income statements over the estimated term of the facilities using the effective interest method.\nConvertible unsecured senior notes are accounted for in its entirety as liabilities, and the embedded conversion feature is not\nrequired to be accounted for separately under ASC 815. Exchangeable bonds are accounted for under the fair value option with\nchanges in fair value recorded in the unaudited condensed consolidated income statements.\n(f)\nRecent accounting pronouncements\nIn July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, “Financial Instruments—Credit Losses \n(Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments provide all entities \nwith a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets \narising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating \nexpected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date \ndo not change for the remaining life of the asset. The new guidance is required to be applied prospectively. This guidance is \neffective for the Company for the year ending March 31, 2027. Early adoption is permitted. The Company is evaluating the \nimpact of the adoption of this guidance.\nIn September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-\n40): Targeted Improvements to the Accounting for Internal-Use Software”, which removes all references to prescriptive and \nsequential software development stages (“project stages”) throughout Subtopic 350-40. The amendments provide guidance on \ndetermining whether there is significant development uncertainty in evaluating the probable-to-complete recognition threshold. \nThe amendments also supersede the website development costs guidance and incorporate the recognition requirements for \nwebsite-specific development costs. This guidance also specifies the disclosures requirements for capitalized internal-use \nsoftware costs. The new guidance is required to be applied using either the prospective transition approach, the modified \ntransition approach or the retrospective transition approach. This guidance is effective for the Company for the year ending March \n31, 2029. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance. \nIn November 2025, the FASB issued ASU 2025-08, “Financial Instruments—Credit Losses (Topic 326): Purchased Loans”, \nwhich defines purchased seasoned loans and expands the use of the gross-up approach in ASC 326 to the purchased seasoned \nloans. The new guidance is required to be applied prospectively to loans that are acquired on or after the initial application date. \nThis guidance is effective for the Company for the year ending March 31, 2028. Early adoption is permitted. The Company is \nevaluating the impact of the adoption of this guidance.\nIn November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements”, \nwhich clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues \narising from the global reference rate reform initiative. The amendments include: (i) expanding the hedged risks permitted to be \naggregated in a group of individual forecasted transactions in a cash flow hedge and clarifying the circumstance under which a \ngroup of individual forecasted transactions can be considered to have a similar risk exposure; (ii) providing a model to facilitate \nthe application of cash flow hedge accounting to forecasted interest payments on choose-your-rate debt instruments; (iii) \nexpanding hedge accounting for forecasted purchases and sales of nonfinancial assets; (iv) eliminating the requirement to apply \nthe net written option test to a compound derivative comprising a swap and a written option designated as the hedging instrument \nin a cash flow hedge or a fair value hedge of interest rate risk; and (v) eliminating the recognition and presentation mismatch \nrelated to a dual hedge strategy. The new guidance is required to be applied prospectively for all hedging relationships. This \nguidance is effective for the Company for the year ending March 31, 2028. Early adoption is permitted. The Company is \nevaluating the impact of the adoption of this guidance.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(e) Borrowings", - "metadata": { - "length": 5271, - "summary": "The section details the accounting policies for borrowings, which include bank borrowings, unsecured senior notes, convertible unsecured senior notes, and exchangeable bonds. It explains that these are recognized initially at fair value net of fees and costs, with related accretion recorded as interest expense using the effective interest method. Additionally, it specifies that convertible unsecured senior notes are accounted for entirely as liabilities without separate accounting for the conversion feature under ASC 815, while exchangeable bonds are accounted for under the fair value option.", - "page_nums": [ - 57 - ], - "keywords": [ - "ASC 815" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 57, - "artifact_ref": "page_citation_assets/page-57.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_4fa4b564-d4f3-5f91-b910-a2ca858dfe4c", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(e) Borrowings p57]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(f) Recent accounting pronouncements", - "metadata": { - "length": 147, - "summary": "The section details recent accounting pronouncements issued by the Financial Accounting Standards Board (FASB) in 2025. It describes four specific Accounting Standards Updates (ASUs): ASU 2025-05 regarding credit losses for accounts receivable, ASU 2025-06 concerning internal-use software, ASU 2025-08 on purchased loans, and ASU 2025-09 covering hedge accounting improvements. For each update, the text outlines the scope of the amendments, effective dates ranging from 2027 to 2029, and notes that the company is evaluating the impact of adoption.", - "page_nums": [ - 57 - ], - "keywords": [ - "Financial Accounting Standards Board", - "FASB" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 57, - "artifact_ref": "page_citation_assets/page-57.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_591f8da0-329b-5c40-b42f-74b776667232", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n57\n3.\nSignificant mergers and acquisitions, investments and dispositions\nDisposal of Trendyol GO\nIn May 2025, the Company entered into a sale and purchase agreement to sell 85% of the equity interest in Trendyol GO, a \nwholly-owned subsidiary of Trendyol that operates local service business in Türkiye (the \"Disposal\"). The cash consideration for \nthe Disposal is approximately US$0.7 billion (RMB5 billion). The Disposal was completed during the six months ended \nSeptember 30, 2025, and a gain arising from the Disposal of approximately RMB6 billion was recorded in interest and investment \nincome, net in the unaudited condensed consolidated income statements for the six months ended September 30, 2025, primarily \ntaking into consideration (i) the cash considerations received, (ii) the carrying values of the net assets of Trendyol GO, and (iii) \nthe fair value of the 15% retained equity interest in Trendyol GO.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/3. Significant mergers and acquisitions, investments and dispositions", - "metadata": { - "length": 1066, - "summary": "This page contains a section from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, covering the six months ended September 30, 2024 and 2025. It details the 'Disposal of Trendyol GO', describing an agreement in May 2025 to sell 85% of the equity interest in Trendyol GO, a subsidiary operating in Türkiye. The text specifies the cash consideration received (US$0.7 billion) and records a gain of approximately RMB6 billion arising from this disposal.", - "page_nums": [ - 58 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Trendyol GO", - "Trendyol", - "Türkiye" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 58, - "artifact_ref": "page_citation_assets/page-58.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a6d5f2d0-39f1-5cab-8f95-d8c365c22771", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n58\n4.\nRevenue\nRevenue by segment is as follows:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nAlibaba China E-commerce Group:\nE-commerce (i)\n- Customer management\n152,755\n168,179\n- Direct sales, logistics and others (ii)\n50,233\n53,331\n202,988\n221,510\nQuick commerce (iii)\n27,517\n37,690\nChina commerce wholesale (iv)\n11,938\n13,450\nTotal Alibaba China E-commerce Group:\n242,443\n272,650\nAlibaba International Digital Commerce Group:\nInternational commerce retail (v)\n49,309\n56,463\nInternational commerce wholesale (vi)\n11,656\n13,077\nTotal Alibaba International Digital Commerce Group\n60,965\n69,540\nCloud Intelligence Group (vii)\n56,159\n73,222\nAll others (viii)\n165,837\n121,568\nUnallocated\n888\n1,096\nInter-segment elimination (ix)\n(46,553)\n(42,629)\nConsolidated revenue\n479,739\n495,447\n(i)\nRevenue from E-commerce is primarily generated from Alibaba China E-commerce Group and includes primarily\nrevenue from customer management services, sales of goods and logistics services.\n(ii)\nRevenue from direct sales, logistics and other revenue under Alibaba China E-commerce Group primarily represents \ndirect sales businesses of Tmall Supermarket, Tmall Global and other businesses, and primarily consists of revenue from \nsales of goods, as well as logistics services.\n(iii)\nRevenue from Quick commerce is primarily generated from through “Taobao Instant Commerce” and the Ele.me app.\nQuick commerce revenue is net of subsidies that are contra revenue, and includes primarily revenue from logistics\nservices and customer management services.\n(iv)\nRevenue from China commerce wholesale is primarily generated from 1688.com and includes revenue from membership\nfees and related value-added services and customer management services.\n(v)\nRevenue from International commerce retail is primarily generated from AliExpress, Trendyol and Lazada and includes\nrevenue from customer management services, logistics services and sales of goods.\n(vi)\nRevenue from International commerce wholesale is primarily generated from Alibaba.com and includes revenue from\nmembership fees and related value-added services and customer management services.\n(vii)\nRevenue from Cloud Intelligence Group is primarily generated from the provision of cloud services, which include\npublic cloud services and non-public cloud services.\n(viii)\nRevenue from All others represents revenue from businesses including Freshippo, Cainiao, Alibaba Health, Hujing \nDigital Media and Entertainment Group, Amap, Intelligent Information Platform (which mainly consists of UCWeb and \nQuark businesses), Lingxi Games, DingTalk and other businesses. Revenue within All others includes primarily revenue \nfrom sales of goods, and logistics services. \n(ix)\nInter-segment elimination consists of revenue primarily from Cloud Intelligence Group and Cainiao.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/4. Revenue", - "metadata": { - "length": 2962, - "summary": "This page presents the Revenue breakdown by segment for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It features a table detailing revenue figures in millions of RMB across various business groups, including Alibaba China E-commerce Group, Alibaba International Digital Commerce Group, Cloud Intelligence Group, and All others. The document also includes footnotes (i through ix) explaining the specific sources of revenue for each category, such as Tmall Supermarket, Taobao Instant Commerce, AliExpress, and Cainiao.", - "page_nums": [ - 59 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Alibaba China E-commerce Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group", - "Tmall Supermarket", - "Tmall Global", - "Taobao Instant Commerce", - "Ele.me", - "1688.com", - "AliExpress", - "Trendyol", - "Lazada", - "Alibaba.com", - "Freshippo", - "Cainiao", - "Alibaba Health", - "Hujing Digital Media and Entertainment Group", - "Amap", - "Intelligent Information Platform", - "UCWeb", - "Quark", - "Lingxi Games", - "DingTalk" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 59, - "artifact_ref": "page_citation_assets/page-59.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_ec966400-5366-52e0-a355-692655141702", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n59\n4.\nRevenue (Continued)\n(x)\nAs a result of the change in composition in reportable segments (Note 18), the Company reclassified revenue by \nsegment. Comparative figures for the six months ended September 30, 2024 were updated to conform to the segment \npresentation. \nRevenue by type is as follows:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nCustomer management services (i)\n199,821\n223,399\nMembership fees and value-added services\n23,044\n24,035\nLogistics services\n59,904\n68,018\nCloud services\n41,326\n52,826\nSales of goods\n135,837\n108,435\nOther revenue (ii)\n19,807\n18,734\n479,739\n495,447\n(i)\nCustomer management services mainly include cost-per-click (\"CPC\"), cost-per-thousand impressions (\"CPM\"), time-\nbased and cost-per-sale (\"CPS\") marketing services.\n(ii)\nOther revenue includes revenue from self-developed online games and multiple services provided through various\nplatforms and businesses.\nThe amount of revenue recognized for performance obligations satisfied (or partially satisfied) in prior periods for contracts with\nexpected duration of more than one year during the six months ended September 30, 2024 and 2025 were not material.\nDeferred revenue and customer advances of the Company primarily represent service fees prepaid by merchants or customers for\nwhich the relevant services have not been provided. Substantially all of the balances of deferred revenue and customer advances\nare generally recognized as revenue within one year.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/4. Revenue (Continued)", - "metadata": { - "length": 1619, - "summary": "This page contains Note 4 (Revenue Continued) from the Notes to Unaudited Condensed Consolidated Financial Statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It details a reclassification of revenue by segment and presents a table showing 'Revenue by type' in RMB millions for the years 2024 and 2025. The table breaks down revenue into categories such as Customer management services, Logistics services, Cloud services, and Sales of goods, with total revenues of 479,739 million RMB for 2024 and 495,447 million RMB for 2025.", - "page_nums": [ - 60 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "September 30, 2024", - "September 30, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 60, - "artifact_ref": "page_citation_assets/page-60.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_e7a7f1bd-cde8-57e4-9e33-9460fffca0dd", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n60\n5.\nIncome tax expenses\nComposition of income tax expenses is as follows:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nCurrent income tax expense\n14,939\n13,985\nDeferred taxation\n2,503\n430\n17,442\n14,415\nThe Company’s effective tax rate for the six months ended September 30, 2024 and 2025 was 21% and 19%, respectively. For the \ninterim financial reporting, the Company estimates the annual tax rate based on projected taxable income for the full year and \nrecords an income tax provision for the interim period in accordance with the guidance on accounting for income taxes in an \ninterim period. \nThe tax status of the subsidiaries of the Company with major taxable profits is described below:\n•\nAlibaba (China) Technology Co., Ltd. (“Alibaba China”), Taobao (China) Software Co., Ltd. (“Taobao China”) and Zhejiang \nTmall Technology Co., Ltd. (“Tmall China”), entities primarily engaged in the operations of the Company’s wholesale \nmarketplaces, Taobao and Tmall, respectively, and Alibaba (Beijing) Software Services Co., Ltd (“Alibaba Beijing”) and \nAlibaba (China) Co., Ltd (“China Co.”), entities primarily engaged in the operations of technology, software research and \ndevelopment and relevant services, were qualified as High and New Technology Enterprises. For the taxation years of 2024 \nand 2025, Alibaba China, Taobao China, Tmall China, Alibaba Beijing and China Co. applied an EIT rate of 15% as High \nand New Technology Enterprises.\nMost of the remaining PRC entities of the Company are subject to EIT at 25% for the six months ended September 30, 2024 and \n2025.\n6.\nShare-based compensation expense by function\nShare-based compensation expense by function is as follows:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nCost of revenue\n1,205\n913\nProduct development expenses\n3,560\n2,862\nSales and marketing expenses\n948\n958\nGeneral and administrative expenses\n2,564\n2,137\n8,277\n6,870", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/5. Income tax expenses", - "metadata": { - "length": 2081, - "summary": "This section details the composition of income tax expenses for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It presents a table showing current income tax expense and deferred taxation in RMB millions, totaling 17,442 million for 2024 and 14,415 million for 2025. The text notes effective tax rates of 21% and 19% respectively. It further describes the tax status of major subsidiaries (Alibaba China, Taobao China, Tmall China, etc.) qualified as High and New Technology Enterprises subject to a 15% EIT rate, while other PRC entities are subject to a 25% rate.", - "page_nums": [ - 61 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Alibaba (China) Technology Co., Ltd.", - "Alibaba China", - "Taobao (China) Software Co., Ltd.", - "Taobao China", - "Zhejiang Tmall Technology Co., Ltd.", - "Tmall China", - "Alibaba (Beijing) Software Services Co., Ltd", - "Alibaba Beijing", - "Alibaba (China) Co., Ltd", - "China Co." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 61, - "artifact_ref": "page_citation_assets/page-61.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a8ab7322-c0cd-5e53-b575-9f3229a25051", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/5. Income tax expenses p61]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/6. Share-based compensation expense by function", - "metadata": { - "length": 97, - "summary": "This section details the share-based compensation expense allocated by function for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The table breaks down expenses into four categories: Cost of revenue, Product development expenses, Sales and marketing expenses, and General and administrative expenses, with amounts presented in millions of RMB.", - "page_nums": [ - 61 - ], - "keywords": [ - "Alibaba Group Holding Limited" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 61, - "artifact_ref": "page_citation_assets/page-61.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a376d5b9-f539-585a-98ca-64f5fb70eb70", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n61\n7.\nEarnings per share/ADS\nEach ADS represents eight ordinary shares.\nBasic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average\nnumber of outstanding ordinary shares, adjusted for treasury shares. Basic earnings per ADS is derived from the basic earnings\nper share.\nFor the calculation of diluted earnings per share, net income attributable to ordinary shareholders for basic earnings per share is\nadjusted by the effect of dilutive securities, including share-based awards under the treasury stock method and convertible\nunsecured senior notes and exchangeable bonds under the if-converted method. Certain potentially dilutive instruments, including\nthe exchangeable bonds and the share lending arrangement in connection with the issuance of the exchangeable bonds, and the\ncapped call transactions in connection with the issuance of the convertible unsecured senior notes have been excluded from the\ncomputation of diluted net income per share as their inclusion is anti-dilutive. Diluted earnings per ADS is derived from the\ndiluted earnings per share.\nThe following table sets forth the computation of basic and diluted net income per share/ADS for the following periods:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions, except per share data)\nEarnings per share\nNumerator:\nNet income attributable to ordinary shareholders for computing\n net income per ordinary share — basic\n68,143\n64,106\nDilution effect on earnings arising from non-cash share-based awards\n operated by equity method investees and subsidiaries\n(131)\n(258)\nAdjustments for interest expense attributable to convertible\n unsecured senior notes\n95\n143\nNet income attributable to ordinary shareholders for\n computing net income per ordinary share — diluted\n68,107\n63,991\nShares (denominator):\nWeighted average number of shares used in calculating net\n income per ordinary share — basic (million shares)\n19,045\n18,562\nAdjustments for dilutive RSUs and share options (million shares)\n149\n186\nAdjustments for convertible unsecured senior notes (million shares)\n265\n406\nWeighted average number of shares used in calculating net\n income per ordinary share — diluted (million shares)\n19,459\n19,154\nNet income per ordinary share — basic (RMB)\n3.58\n3.45\nNet income per ordinary share — diluted (RMB)\n3.50\n3.34\nEarnings per ADS\nNet income per ADS — basic (RMB)\n28.62\n27.63\nNet income per ADS — diluted (RMB)\n28.00\n26.73", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/7. Earnings per share∕ADS", - "metadata": { - "length": 2610, - "summary": "This page contains Note 7 from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, covering the six months ended September 30, 2024 and 2025. It details the methodology for calculating basic and diluted earnings per share (EPS) and ADS, explaining adjustments for dilutive securities like share-based awards and convertible notes. A table presents the computation of net income per ordinary share and per ADS in RMB, showing a basic EPS of 3.58 for 2024 and 3.45 for 2025.", - "page_nums": [ - 62 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "September 30, 2024", - "September 30, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 62, - "artifact_ref": "page_citation_assets/page-62.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7896364c-5af6-5a52-9bbe-10d2382cff53", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n62\n8.\nEquity securities and other investments\nAs of March 31, 2025\nOriginal\ncost\nCumulative\nnet (losses) gains\nCarrying\nvalue\nRMB\nRMB\nRMB\n(in millions)\nEquity securities:\nListed equity securities\n79,024\n(1,394)\n77,630\nInvestments in privately held companies\n113,646\n(17,479)\n96,167\nDebt investments:\nDebt securities and loan investments\n15,009\n(6,224)\n8,785\nOther treasury investments\n227,935\n81\n228,016\n435,614\n(25,016)\n410,598\nAs of September 30, 2025\nOriginal\ncost\nCumulative\nnet gains (losses)\nCarrying\nvalue\nRMB\nRMB\nRMB\n(in millions)\nEquity securities:\nListed equity securities\n70,880\n4,424\n75,304\nInvestments in privately held companies\n120,899\n(1,279)\n119,620\nDebt investments:\nDebt securities and loan investments\n14,892\n(5,173)\n9,719\nOther treasury investments\n252,464\n103\n252,567\n459,135\n(1,925)\n457,210\nEquity securities\nNet unrealized gains, including impairment losses, on equity securities, recognized in interest and investment income, net were\nRMB4,159 million and RMB20,017 million for the six months ended September 30, 2024 and 2025, respectively.\nInvestments in privately held companies include equity investments for which the Company elected to account for using the\nmeasurement alternative, for which the carrying value as of March 31 and September 30, 2025 were RMB88,728 million and\nRMB112,829 million, respectively. For the equity investments accounted for using the measurement alternative, the cumulative \nupward adjustments as of March 31 and September 30, 2025 were RMB27,197 million and RMB45,334 million, respectively, and \nthe cumulative impairments and downward adjustments as of March 31 and September 30, 2025 were RMB44,232 million and \nRMB45,741 million, respectively. \nUpward adjustments recorded in the unaudited condensed consolidated income statements on equity investments accounted for \nusing the measurement alternative were RMB4,614 million and RMB20,241 million for the six months ended September 30, \n2024 and 2025, respectively, and impairments and downward adjustments recorded in the unaudited condensed consolidated \nincome statements were RMB4,918 million and RMB4,338 million for the same periods, respectively.\nDebt investments\nDebt investments include convertible and exchangeable bonds accounted for under the fair value option, for which the fair value \nas of March 31 and September 30, 2025 were RMB963 million and RMB759 million, respectively. The aggregate fair value of \nthese convertible and exchangeable bonds was lower than their aggregate unpaid principal balance as of March 31 and \nSeptember 30, 2025 by RMB2,420 million and RMB2,529 million, respectively. Unrealized losses recorded in the unaudited \ncondensed consolidated income statements on these convertible and exchangeable bonds were RMB32 million and RMB158 \nmillion for the six months ended September 30, 2024 and 2025, respectively.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments/Equity securities", - "metadata": { - "length": 3007, - "summary": "This section details the financial data for equity securities of Alibaba Group Holding Limited. It includes tables showing the original cost, cumulative net gains/losses, and carrying value as of March 31, 2025, and September 30, 2025, broken down into listed equity securities and investments in privately held companies. The text further explains that net unrealized gains on these securities were recognized in interest and investment income. It also describes investments in privately held companies accounted for using the measurement alternative, providing specific figures for carrying values, cumulative upward adjustments, and cumulative impairments.", - "page_nums": [ - 63 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 63, - "artifact_ref": "page_citation_assets/page-63.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_8665e5e8-0de0-5f51-9d80-7c2b6f9d065c", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments/Equity securities p63]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments/Debt investments", - "metadata": { - "length": 135, - "summary": "The section titled 'Debt investments' details the financial composition of debt-related assets, specifically convertible and exchangeable bonds accounted for under the fair value option. It provides data on the aggregate fair value and unpaid principal balance as of March 31 and September 30, 2025, along with the unrealized losses recorded in the income statements for the six months ended September 30, 2024 and 2025.", - "page_nums": [ - 63 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 63, - "artifact_ref": "page_citation_assets/page-63.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_86383dd1-14fe-5834-a4dd-69ebebe1371c", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n63\n8.\nEquity securities and other investments (Continued)\nDebt investments (Continued)\nDebt investments also include debt investments accounted for at amortized cost, for which the allowance for credit losses as of \nMarch 31 and September 30, 2025 were RMB3,779 million and RMB2,641 million, respectively. Reversal of impairment losses \nrecorded in the unaudited condensed consolidated income statements on these debt investments were RMB1,117 million and \nRMB1,103 million for the six months ended September 30, 2024 and 2025, respectively.\nAs of September 30, 2025, repayment of loans provided to shareholders of equity method investees with total principal amount of \nRMB5,518 million was expected to be provided substantially through the sale of collateral. Expected credit losses for these loans \nwere assessed on an individual basis, based on the fair value of the corresponding shares pledged as collateral as of the reporting \ndate, adjusted for selling costs as appropriate. The fair value of these collateral as of March 31 and September 30, 2025 were \nRMB4,325 million and RMB6,250 million, respectively. There was no commitment to lend additional funds.\nThe carrying amount of debt investments accounted for at amortized cost approximates their fair value due to the fact that the\nrelated effective interest rates approximate rates currently offered by financial institutions for similar debt instruments of\ncomparable maturities.\nOther treasury investments mainly comprise of investments in fixed deposits, certificates of deposits and marketable debt \nsecurities with original maturities over one year for treasury purposes.\n9.\nFair value measurement\nFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction\nbetween market participants at the measurement date. To increase the comparability of fair value measures, the following\nhierarchy prioritizes the inputs to valuation methodologies used to measure fair value:\nLevel 1 —\nValuations based on unadjusted quoted prices for identical assets and liabilities in active markets.\nLevel 2 —\nValuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for\nsimilar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in\nmarkets that are not active, or other inputs that are observable or can be corroborated by observable market\ndata.\nLevel 3 —\nValuations based on unobservable inputs reflecting assumptions, consistent with reasonably available\nassumptions made by other market participants. These valuations require significant judgment.\nFair value of listed equity investments are based on quoted prices in active markets for identical assets or liabilities and, if\napplicable, are adjusted for the characteristic included in the equity security. The valuation of unlisted equity investments that do\nnot have a quoted price may include the use of market and income valuation approaches and the use of estimates, which may\ninclude discount rates, investees’ liquidity and financial performance, and market data of comparable companies in similar\nindustries. Certain other financial instruments, such as interest rate swap contracts and certain option and forward agreements, are\nvalued based on inputs derived from or corroborated by observable market data. Valuations of investments in convertible and\nexchangeable bonds that do not have a quoted price are generally performed using valuation models such as the binomial model\nwith unobservable inputs including risk-free interest rate and expected volatility. The valuation of the exchangeable bonds is\nprimarily determined based on quoted market price in the over-the-counter market. The valuation of contingent consideration is\nperformed using an expected cash flow method with unobservable inputs including the probability to achieve the contingencies,\nwhich is assessed by the Company, in connection with the contingent consideration arrangements. Investments in privately held\ncompanies for which the Company elected to record using the measurement alternative are remeasured on a non-recurring basis,\nand are categorized within Level 3 under the fair value hierarchy. The values are estimated based on valuation methods using the\nobservable transaction price at the transaction date and considering the rights and obligations of the securities and other\nunobservable inputs including volatility.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments (Continued)", - "metadata": { - "length": 4637, - "summary": "This section details the accounting for debt investments, including allowance for credit losses and impairment loss reversals as of September 30, 2024 and 2025. It describes loans provided to shareholders of equity method investees, noting that repayment is expected through collateral sales and providing fair value estimates for said collateral. The text also states that carrying amounts approximate fair value due to similar interest rates and lists other treasury investments such as fixed deposits and marketable debt securities.", - "page_nums": [ - 64 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 64, - "artifact_ref": "page_citation_assets/page-64.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_31ebd18c-98ff-525c-a543-8cf958b7b9e0", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments (Continued) p64]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/9. Fair value measurement", - "metadata": { - "length": 129, - "summary": "Section 9 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction. It outlines a three-level hierarchy for inputs used in valuation methodologies: Level 1 (unadjusted quoted prices), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs requiring significant judgment). The section further details specific valuation approaches for listed equity investments, unlisted equity investments, financial instruments like interest rate swaps, convertible bonds, contingent consideration, and privately held companies.", - "page_nums": [ - 64 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 64, - "artifact_ref": "page_citation_assets/page-64.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_cebecc24-cbfa-5dd6-9f64-b84171cd889d", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n64\n9.\nFair value measurement (Continued)\nThe following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis and are\ncategorized under the fair value hierarchy:\nAs of March 31, 2025\nLevel 1\nLevel 2\nLevel 3\nTotal\nRMB\nRMB\nRMB\nRMB\n(in millions)\nAssets\nTime deposits and certificate of deposits (i)\n—\n357,569\n—\n357,569\nWealth management products (i)\n—\n83,144\n—\n83,144\nMarketable debt securities (i)\n—\n16,129\n—\n16,129\nRestricted cash and escrow receivables\n43,781\n—\n—\n43,781\nListed equity securities (ii)(v)\n67,712\n9,918\n—\n77,630\nConvertible and exchangeable bonds (ii)\n—\n145\n818\n963\nOption agreements (iii)\n—\n87\n814\n901\nDeferred consideration (iii)\n—\n—\n3,039\n3,039\nOthers (vi)\n—\n1,329\n6,047\n7,376\n111,493\n468,321\n10,718\n590,532\nLiabilities\nContingent consideration in relation to\n investments and acquisitions (iv)\n—\n—\n484\n484\nOthers (iv)\n—\n389\n924\n1,313\n—\n389\n1,408\n1,797\nAs of September 30, 2025\nLevel 1\nLevel 2\nLevel 3\nTotal\nRMB\nRMB\nRMB\nRMB\n(in millions)\nAssets\nTime deposits and certificate of deposits (i)\n—\n314,794\n—\n314,794\nWealth management products (i)\n—\n84,789\n—\n84,789\nMarketable debt securities (i)\n—\n46,230\n—\n46,230\nRestricted cash and escrow receivables\n40,374\n—\n—\n40,374\nListed equity securities (ii)(v)\n65,327\n9,977\n—\n75,304\nConvertible and exchangeable bonds (ii)\n—\n139\n620\n759\nOption and forward agreements (iii)\n—\n3,478\n1,154\n4,632\nDeferred consideration (iii)\n—\n—\n3,052\n3,052\nOthers (vi)\n—\n845\n5,627\n6,472\n105,701\n460,252\n10,453\n576,406\nLiabilities\nExchangeable bonds\n—\n13,755\n—\n13,755\nContingent consideration in relation to\n investments and acquisitions (iv)\n—\n—\n397\n397\nOthers (iv)\n—\n1,122\n907\n2,029\n—\n14,877\n1,304\n16,181", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/9. Fair value measurement (Continued)", - "metadata": { - "length": 1841, - "summary": "This page contains Note 9 of the Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, detailing fair value measurements as of March 31, 2025, and September 30, 2025. The content consists of two tables categorizing assets and liabilities into Level 1, Level 2, and Level 3 of the fair value hierarchy, with all figures presented in millions of RMB.", - "page_nums": [ - 65 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "March 31, 2025", - "September 30, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 65, - "artifact_ref": "page_citation_assets/page-65.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_5143ec2d-ebd5-514b-a004-3f79073c5c1d", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n65\n9.\nFair value measurement (Continued)\n(i)\nIncluded in short-term investments and equity securities and other investments on the unaudited condensed consolidated\nbalance sheets.\n(ii)\nIncluded in equity securities and other investments on the unaudited condensed consolidated balance sheets.\n(iii)\nIncluded in prepayments, receivables and other assets on the unaudited condensed consolidated balance sheets.\n(iv)\nIncluded in accrued expenses, accounts payable and other liabilities on the unaudited condensed consolidated balance sheets.\n(v)\nAs of March 31 and September 30, 2025, listed equity securities with fair value of RMB11,921 million and RMB10,415 \nmillion were subject to contractual sale restrictions, respectively. \n(vi)\nOthers primarily represent other investments with underlying assets measured at fair value.\nConvertible and exchangeable bonds investments categorized within Level 3 under the fair value hierarchy:\nAmounts\nRMB\n(in millions)\nBalance as of April 1, 2025\n818\nAdditions\n42\nNet decrease in fair value\n(158)\nDisposal\n(39)\nConversion\n(34)\nForeign currency translation adjustments\n(9)\nBalance as of September 30, 2025\n620\nDeferred consideration categorized within Level 3 under the fair value hierarchy:\nAmounts\nRMB\n(in millions)\nBalance as of April 1, 2025\n3,039\nNet increase in fair value\n40\nForeign currency translation adjustments\n(27)\nBalance as of September 30, 2025\n3,052\n10. Intangible assets, net\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\n(in millions)\nUser base and customer relationships\n48,565\n40,420\nTrade names, trademarks and domain names\n26,936\n27,256\nNon-compete agreements\n6,030\n5,745\nDeveloped technology and patents\n4,823\n5,136\nLicensed copyrights and others\n8,001\n8,585\n94,355\n87,142\nLess: accumulated amortization and impairment\n(73,444)\n(67,713)\nNet book value\n20,911\n19,429\nTotal amortization expenses recognized for the six months ended September 30, 2024 and 2025 amounted to RMB7,122 million \nand RMB5,111 million, respectively, including the portion relating to licensed copyrights of RMB3,689 million and RMB3,478 \nmillion which were recorded in cost of revenue for the six months ended September 30, 2024 and 2025, respectively.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/10. Intangible assets, net", - "metadata": { - "length": 2342, - "summary": "This page contains Notes to the Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It details fair value measurements, specifically listing convertible and exchangeable bonds investments and deferred consideration categorized within Level 3 of the fair value hierarchy with corresponding RMB amounts. Additionally, it provides a breakdown of intangible assets, net, including user base, trade names, and technology patents as of March 31 and September 30, 2025.", - "page_nums": [ - 66 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "March 31", - "September 30" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 66, - "artifact_ref": "page_citation_assets/page-66.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7b6293f0-f635-582e-9905-3159894dd512", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n66\n11. Goodwill\nChanges in the carrying amount of goodwill by segment for the six months ended September 30, 2025 were as follows:\nAlibaba\nCainiao\nHujing\nAlibaba\nInternational\nSmart\nDigital Media\nChina\nDigital\nCloud\nLogistics\nLocal\nand\nE-commerce\nCommerce\nIntelligence\nNetwork\nServices\nEntertainment\nGroup\nGroup\nGroup\nLimited\nGroup\nGroup\nAll others\nTotal\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\nRMB\n(in millions)\nBalance as of April 1, 2025\n164,945\n20,077\n3,728\n20,385\n20,447\n8,031\n17,888\n255,501\nSegment changes\n12,948\n—\n—\n(20,385)\n(20,447)\n(8,031)\n35,915\n—\nAdditions\n—\n4\n35\n—\n—\n—\n1\n40\nForeign currency translation\n adjustments\n—\n(42)\n46\n—\n—\n—\n6\n10\nBalance as of September 30, 2025\n177,893\n20,039\n3,809\n—\n—\n—\n53,810\n255,551\nGross goodwill balances were RMB302,194 million and RMB302,244 million as of March 31 and September 30, 2025,\nrespectively. Accumulated impairment losses were RMB46,693 million and RMB46,693 million as of March 31 and\nSeptember 30, 2025, respectively.\n12. Supplier Finance Programs\nThe Company enters into agreements with several financial institutions and offer supplier finance programs to the Company’s\nsuppliers. Suppliers can sell one or more of the Company’s payment obligations at their sole discretion to the financial institutions\nto receive funds, usually at a discounted price, prior to the scheduled due dates to meet their cash flow needs. The Company's\ncurrent payment terms with the majority of suppliers are up to 180 days. Generally, the Company’s rights and obligations are not\nimpacted and the original payment terms, timing or amount, remain unchanged. Except for the pledge of other treasury\ninvestments with carrying value of RMB1,500 million and nil as of March 31 and September 30, 2025, respectively, the Company\ndid not provide assets pledged as security or other forms of guarantees under these supplier finance programs.\nThe outstanding payment obligations under these supplier finance programs are generally recorded within accrued expenses,\naccounts payable and other liabilities on the unaudited condensed consolidated balance sheets, except for certain arrangements in\nwhich the Company pays the discount to the financial institutions on behalf of the suppliers which are recorded within current\nbank borrowings. The respective balances are as follows:\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\n(in millions)\nAccrued expenses, accounts payable and other liabilities\n1,605\n3,152\nBank borrowings\n4,470\n4,047\n6,075\n7,199", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/11. Goodwill", - "metadata": { - "length": 2621, - "summary": "Section 11 details the changes in the carrying amount of goodwill by segment for Alibaba Group Holding Limited for the six months ended September 30, 2025. It includes a table showing balances as of April 1, 2025, and September 30, 2025, along with segment changes, additions, and foreign currency translation adjustments across various business groups (e.g., Alibaba China E-commerce, Cloud Intelligence). The section also states gross goodwill balances and accumulated impairment losses as of March 31 and September 30, 2025.", - "page_nums": [ - 67 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "Alibaba China E-commerce Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group", - "Cainiao Smart Logistics Network Limited", - "Local Services Group", - "Hujing Digital Media and Entertainment Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 67, - "artifact_ref": "page_citation_assets/page-67.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_8efaa616-17ab-562d-b108-3f961ac8e8a5", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/11. Goodwill p67]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/12. Supplier Finance Programs", - "metadata": { - "length": 87, - "summary": "This section details the Company's supplier finance programs, where suppliers can sell payment obligations to financial institutions for early funding. It notes that the Company generally does not provide assets as security or guarantees under these programs, except for a pledge of treasury investments valued at RMB1,500 million as of March 31, 2025. A table presents the outstanding payment obligations recorded within accrued expenses and bank borrowings as of March 31 and September 30, 2025.", - "page_nums": [ - 67 - ], - "keywords": [ - "Alibaba Group Holding Limited" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 67, - "artifact_ref": "page_citation_assets/page-67.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_fd3dc6d9-a57f-5abf-b5ba-34acf1be2a8a", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n67\n13. Convertible unsecured senior notes\nIn May 2024, the Company issued convertible unsecured senior notes for an aggregate principal amount of US$5.0 billion due on\nJune 1, 2031 (the “2024 Convertible Senior Notes”). The 2024 Convertible Senior Notes are senior unsecured obligations, and\ninterest at an annual rate of 0.5% is payable in arrears semiannually. The 2024 Convertible Senior Notes may be converted into\nthe Company’s ADSs, at the option of holders, at any time prior to the maturity date at an initial conversion rate of 9.5202 ADSs \nper US$1,000 principal amount.\nIn September 2025, the Company issued zero coupon convertible unsecured senior notes for an aggregate principal amount of \napproximately US$3.2 billion due on September 15, 2032 (the “2025 Convertible Senior Notes”). The 2025 Convertible Senior \nNotes are senior unsecured obligations. The 2025 Convertible Senior Notes may be converted into the Company’s ADSs, at the \noption of holders, at any time from March 15, 2032 until maturity at an initial conversion rate of 5.1773 ADSs per US$1,000 \nprincipal amount, and may be convertible prior to March 15, 2032 only upon satisfaction of certain conditions. \nThe initial conversion rates are subject to adjustment in some events such as dividend distribution. In addition, in the event of a \nfundamental change that occurs prior to the respective maturity dates or following the Company’s delivery of a notice of \nredemption, the Company will increase the initial conversion rates respectively, which shall not exceed 12.3762 ADSs per \nUS$1,000 principal amount for the 2024 Convertible Senior Notes and 6.7953 ADSs per US$1,000 principal amount for the 2025 \nConvertible Senior Notes, for a holder who elects to convert its notes in connection with such a fundamental change or such \nnotice of redemption. Such make-whole adjustments are subject to the same adjustments as the respective initial conversion rates \nnoted above. Upon conversion, the Company will pay or deliver, at its election, cash, ADSs, or a combination of cash and ADSs. \nHolders may also elect to receive ordinary shares in lieu of any ADSs deliverable upon conversion, with each ADS representing \neight ordinary shares.\nAs of September 30, 2025, the adjusted conversion rate for the 2024 Convertible Senior Notes was 9.8915 ADSs per US$1,000 \nprincipal amount, and the adjusted conversion rate taking into account the make-whole adjustments was 12.8589 ADSs per \nUS$1,000 principal amount. As of September 30, 2025, the conversion rate for the 2025 Convertible Senior Notes remained \nunadjusted at its initial conversion rate.\nThe Company may redeem for cash all but not part of the respective convertible senior notes in the event of certain tax law \nchanges, or at any time if less than 10% of the aggregate principal amount of the respective convertible senior notes originally \nissued remains outstanding. The Company may also redeem for cash all or part of the 2024 Convertible Senior Notes and the \n2025 Convertible Senior Notes on or after June 8, 2029 and September 20, 2030, respectively, provided that the Company’s ADS \nprice has been at least 130% of the then effective conversion price for a specific period of time and on the specified date. The \nredemption price will be equal to the principal amount of the notes being redeemed plus accrued and unpaid interest, if any, to, \nbut excluding, the related redemption date. \nHolders have the right to require the Company to repurchase for cash all or part of the 2024 Convertible Senior Notes and the \n2025 Convertible Senior Notes on June 1, 2029 and September 15, 2030, respectively, or in the event of a fundamental change, \nsubject to certain conditions. The repurchase price will be equal to the principal amount of the notes being repurchased plus \naccrued and unpaid interest, if any, to, but excluding, the related repurchase date.\nAs of March 31 and September 30, 2025, the unamortized debt discounts and debt issuance costs of the 2024 Convertible Senior \nNotes were US$58 million (RMB424 million) and US$52 million (RMB367 million), respectively, and the fair value of the 2024 \nConvertible Senior Notes, based on level 2 inputs, was US$7,151 million (RMB51,854 million) and US$9,234 million \n(RMB65,733 million), respectively.\nAs of September 30, 2025, the unamortized debt discounts and debt issuance costs of the 2025 Convertible Senior Notes were \nUS$42 million (RMB296 million), and the fair value of the 2025 Convertible Senior Notes, based on level 2 inputs, was \nUS$3,626 million (RMB25,812 million). \nFor the six months ended September 30, 2024 and 2025, the effective interest rate for the 2024 Convertible Senior Notes was \napproximately 0.8%. For the six months ended September 30, 2025, the effective interest rate for the 2025 Convertible Senior \nNotes was approximately 0.3%.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/13. Convertible unsecured senior notes", - "metadata": { - "length": 5010, - "summary": "This page contains Note 13 from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, covering the six months ended September 30, 2024 and 2025. The text details the terms of two convertible unsecured senior note issuances: the '2024 Convertible Senior Notes' issued in May 2024 and the '2025 Convertible Senior Notes' issued in September 2025. It outlines principal amounts, maturity dates, interest rates, conversion rates into ADSs, redemption rights, repurchase options, and financial metrics such as unamortized debt discounts and effective interest rates.", - "page_nums": [ - 68 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "2024 Convertible Senior Notes", - "2025 Convertible Senior Notes" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 68, - "artifact_ref": "page_citation_assets/page-68.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_feccbc6e-d389-505c-b973-b47e8a6eff7a", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n68\n13. Convertible unsecured senior notes (Continued)\nIn connection with the issuance of the convertible senior notes, the Company entered into capped call transactions with certain \nfinancial institutions at a cost of US$638 million (RMB4,612 million) and US$184 million (RMB1,309 million) for the 2024 \nConvertible Senior Notes and the 2025 Convertible Senior Notes, respectively, which are expected to reduce potential dilution \nand/or offset cash payments upon conversion. The cap prices of the capped call transactions for the 2024 Convertible Senior \nNotes and the 2025 Convertible Senior Notes are initially US$161.60 per ADS and US$235.46 per ADS, respectively. The \ncapped prices are subject to adjustments similar to the adjustments on the conversion rates of the respective convertible senior \nnotes. The capped call transactions may be settled in cash at the Company’s election. \n14. Exchangeable bonds\nIn July 2025, the Company issued HKD denominated zero coupon exchangeable bonds referencing the ordinary shares of Alibaba \nHealth Information Technology Limited (“Alibaba Health”), a subsidiary of the Company in which the Company holds \napproximately 64% of equity interest for an aggregate principal amount of approximately HK$12 billion (approximately RMB11 \nbillion) due on July 9, 2032 (the “2025 Exchangeable Bonds”). The ordinary shares of Alibaba Health are listed on the Hong \nKong Stock Exchange (“AH Shares”). The 2025 Exchangeable Bonds are unsecured and unsubordinated obligations of the \nCompany and are listed on the Vienna MTF operated by the Vienna Stock Exchange. \nThe 2025 Exchangeable Bonds may be exchanged into the AH Shares, at the option of holders, at any time prior to the maturity \ndate at an initial exchange rate of approximately 160,513.6 AH Shares per HK$1,000,000 principal amount. \nThe initial exchange rate is subject to adjustment in some events such as dividend distribution by Alibaba Health. In addition, in a \nrelevant event such as the delisting of AH Shares occurring prior to the maturity date or following the Company’s delivery of a \nnotice of redemption, the Company will increase the initial exchange rate, which shall not exceed approximately 237,529.7 AH \nShares per HK$1,000,000 principal amount, for a holder who elects to exchange its bonds in connection with such a relevant \nevent or such notice of redemption. Such make-whole adjustment is subject to the same adjustments as the initial exchange rate \nnoted above. Upon exchange, the Company will pay or deliver, at its election, cash, AH Shares, or a combination of cash and AH \nShares. \nAs of September 30, 2025, the exchange rate for the 2025 Exchangeable bonds remained unadjusted at its initial exchange rate. \nThe Company may redeem for cash all but not part of the 2025 Exchangeable Bonds in the event of certain tax law changes, or at \nany time if less than 10% of the aggregate principal amount of the 2025 Exchangeable Bonds originally issued remains \noutstanding. The Company may also redeem for cash all or part of the 2025 Exchangeable Bonds on or after July 9, 2030, \nprovided that the AH Shares price has been at least 130% of the then effective exchange price for a specific period of time. The \nredemption price will be equal to the principal amount of the bonds being redeemed.\nHolders have the right to require the Company to repurchase for cash all or part of the 2025 Exchangeable Bonds on July 9, 2030, \nor in a relevant event, subject to certain conditions. The repurchase price will be equal to the principal amount of the bonds being \nrepurchased. \nIn connection with the issuance of the 2025 Exchangeable Bonds, the Company entered into a stock borrowing and lending \narrangement with an affiliate of one of the bookrunners (the “Borrower”), pursuant to which the Company has committed to \nlending a certain number of AH Shares, which shall not exceed the number of AH Shares exchangeable under the 2025 \nExchangeable Bonds, to the Borrower to facilitate hedging activities of certain bondholders. If a termination event occurs and the \nBorrower is unable to deliver the AH Shares due to legal restrictions, force majeure, or market disruption, cash settlement by the \nBorrower would be required. As of September 30, 2025, the fair value of the outstanding AH Shares lent under the arrangement \nwas HK$8,492 million (RMB7,770 million). \nFor the six months ended September 30, 2025, losses of RMB327 million arising from changes in the fair value of the 2025 \nExchangeable Bonds and the stock borrowing and lending arrangement were recorded in the unaudited condensed consolidated \nincome statements.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/13. Convertible unsecured senior notes (Continued)", - "metadata": { - "length": 4790, - "summary": "This section details the capped call transactions entered into by Alibaba Group Holding Limited in connection with the issuance of its 2024 and 2025 Convertible Senior Notes. It specifies the costs incurred (US$638 million for 2024 notes and US$184 million for 2025 notes) to reduce potential dilution or offset cash payments upon conversion. The text also outlines the initial cap prices per ADS ($161.60 for 2024 notes and $235.46 for 2025 notes) and notes that these transactions may be settled in cash at the Company's election.", - "page_nums": [ - 69 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "2024 Convertible Senior Notes", - "2025 Convertible Senior Notes" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 69, - "artifact_ref": "page_citation_assets/page-69.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_0462f37e-3e86-5b43-aeff-c15917bd371d", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/13. Convertible unsecured senior notes (Continued) p69]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/14. Exchangeable bonds", - "metadata": { - "length": 125, - "summary": "This section details the issuance of HKD-denominated zero coupon exchangeable bonds by Alibaba Group Holding Limited in July 2025, referencing ordinary shares of its subsidiary, Alibaba Health Information Technology Limited. It outlines key terms including the aggregate principal amount (HK$12 billion), maturity date (July 9, 2032), and initial exchange rate (approximately 160,513.6 AH Shares per HK$1,000,000). The text further describes conditions for adjusting the exchange rate, redemption rights for both the Company and bondholders, a stock borrowing arrangement with bookrunner affiliates to facilitate hedging, and financial impacts such as losses recorded for the six months ended September 30, 2025.", - "page_nums": [ - 69 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "Alibaba Health Information Technology Limited", - "Hong Kong Stock Exchange", - "Vienna MTF", - "Vienna Stock Exchange" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 69, - "artifact_ref": "page_citation_assets/page-69.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_c8cb8fa4-7154-52a7-9f2e-dc2e65014ae4", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n69\n15. Bank borrowings\nThe Company has made a series of amendments to the syndicated loan facility. Subsequent to the partial repayment of US$830\nmillion in January 2025, the size of the US$4.0 billion syndicated loan was reduced to US$3.17 billion. In September 2025, the\nCompany amended the loan facility and reduced the pricing terms to Secured Overnight Financing Rate (“SOFR”) plus 66 basis\npoints. Effective on November 28, 2025, the facility was restructured as a revolving credit facility with drawdowns permitted in\nboth U.S. dollars and Hong Kong dollars, and the expiration date of the facility was extended to September 30, 2028, with an\noption to further extend to September 30, 2030. The interest rate of the credit facility is 66 basis points over SOFR or Hong Kong\nInterbank Offered Rate (“HIBOR”), and the margin will be 81 basis points for the optional extension period. Subsequently, the \nCompany submitted a prepayment notice to repay the outstanding balance of US$3.17 billion under the revolving credit facility.\nIn September 2025, the Company amended the terms of a US$6.5 billion revolving credit facility agreement. The size of the\ncredit facility was amended to US$3.33 billion and the utilization currency was also amended from U.S. dollar only to both U.S.\ndollar and Hong Kong dollar. The interest rate of the credit facility was adjusted to SOFR or HIBOR plus 66 basis points. The\nexpiration date of the credit facility was extended from June 24, 2026 to September 30, 2028, with an option to further extend to\nSeptember 30, 2030 and the margin will be 81 basis points for the optional extension period. The Company has not yet drawn\ndown this facility.\n16. Related party transactions\nDuring the six months ended September 30, 2024 and 2025, other than disclosed elsewhere, the Company had the following\nmaterial related party transactions:\nTransactions with Ant Group and its affiliates\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nAmounts earned by the Company\nCloud services revenue (i)\n4,977\n8,928\nMarketplace software technology services fee and other\n amounts earned (i)\n3,514\n2,819\n8,491\n11,747\nAmounts incurred by the Company\nPayment processing and escrow services fee (ii)\n6,381\n8,937\nOther amounts incurred (i)\n1,449\n2,378\n7,830\n11,315\n(i)\nThe Company has other commercial arrangements and cost sharing arrangements with Ant Group and its affiliates on various\nsales and marketing, cloud, and other administrative and support services.\n(ii)\nThe Company has a commercial agreement with Alipay.com Co., Ltd., a wholly-owned subsidiary of Ant Group (“Alipay”),\nwhereby the Company receives payment processing and escrow services in exchange for a payment for the services fee,\nwhich was recognized in cost of revenue.\nAs of March 31 and September 30, 2025, the Company had certain amounts of cash held in accounts managed by Alipay in\nconnection with the provision of online and mobile commerce and related services for a total amount of RMB5,863 million and\nRMB6,379 million, respectively, which have been classified as cash and cash equivalents on the unaudited condensed\nconsolidated balance sheets.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/15. Bank borrowings", - "metadata": { - "length": 3306, - "summary": "This page contains Notes 15 and 16 from the unaudited condensed consolidated financial statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. Note 15 details amendments to bank borrowings, including changes to syndicated loan facilities and revolving credit agreements. Note 16 outlines related party transactions with Ant Group and its affiliates, presenting a table that compares amounts earned by and incurred by the Company in RMB millions for the periods ending September 30, 2024 and 2025.", - "page_nums": [ - 70 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Ant Group", - "Alipay.com Co., Ltd.", - "Alipay" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 70, - "artifact_ref": "page_citation_assets/page-70.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a4153f23-6ef7-557e-a630-908fe544a15b", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/15. Bank borrowings p70]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/16. Related party transactions", - "metadata": { - "length": 94, - "summary": "This section details material related party transactions between the Company and Ant Group and its affiliates for the six months ended September 30, 2024 and 2025. It includes a table listing amounts earned by the Company (such as cloud services revenue) and amounts incurred by the Company (such as payment processing fees), along with footnotes explaining commercial arrangements and cash held in accounts managed by Alipay.", - "page_nums": [ - 70 - ], - "keywords": [ - "Ant Group", - "Alipay.com Co., Ltd.", - "Alipay" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 70, - "artifact_ref": "page_citation_assets/page-70.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_882f7a2d-09fe-5b82-8515-3aa07d6a84ac", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n70\n16. Related party transactions (Continued)\nTransactions with other investees\nThe Company has commercial arrangements with certain investees of the Company related to cloud services. In connection with\nthese services provided by the Company, RMB1,058 million and RMB3,854 million were recorded in revenue in the unaudited\ncondensed consolidated income statements for the six months ended September 30, 2024 and 2025, respectively.\nThe Company has commercial arrangements with certain investees of the Company related to marketing services. In connection\nwith these services provided to the Company, RMB358 million and RMB864 million were recorded in cost of revenue and sales\nand marketing expenses in the unaudited condensed consolidated income statements for the six months ended September 30, 2024\nand 2025, respectively.\nThe Company has commercial arrangements with certain investees of the Company related to logistics services. In connection\nwith these services provided by the Company, RMB2,092 million and RMB1,680 million were recorded in revenue in the\nunaudited condensed consolidated income statements for the six months ended September 30, 2024 and 2025, respectively. Costs\nand expenses incurred in connection with these services provided to the Company of RMB7,999 million and RMB8,251 million\nwere recorded in the unaudited condensed consolidated income statements for the same periods, respectively.\nThe Company has extended loans to certain investees for working capital and other uses in conjunction with the Company’s\ninvestments. As of March 31 and September 30, 2025, the aggregate outstanding balance of these loans was RMB1,771 million\nand RMB1,992 million, respectively, with remaining terms of up to 5 years and interest rates of up to 10% per annum as of\nMarch 31, 2025, and remaining terms of up to 6 years and interest rates of up to 10% per annum as of September 30, 2025.\nThe Company provided a guarantee for a term loan facility of HK$7.7 billion in favor of Hong Kong Cingleot Investment\nManagement Limited (“Cingleot”), a company that is partially owned by the Company, in connection with a logistics center\ndevelopment project at the Hong Kong International Airport. In May 2024, the loan facility was modified to a revolving loan \nfacility and the facility amount was reduced to HK$6.5 billion. As of March 31 and September 30, 2025, HK$5,090 million \n(RMB4,697 million) and HK$5,226 million (RMB4,771 million) was drawn down by Cingleot under this facility, respectively. \nThe Company’s ecosystem offers different platforms on which different enterprises operate and the Company believes that all\ntransactions on the Company’s platforms are conducted on terms determined based on normal commercial negotiation with\nsimilar unrelated parties.\nOther than the transactions disclosed above or elsewhere in the unaudited condensed consolidated financial statements, the\nCompany has commercial arrangements with other investees and other related parties to provide and receive certain marketing,\ncloud and other services and products. The amounts relating to these services provided and received represent less than 1% of the\nCompany’s revenue and total costs and expenses, respectively, for the six months ended September 30, 2024 and 2025.\nIn addition, the Company has made certain acquisitions and equity investments together with related parties from time to time.\nThe agreements for acquisitions and equity investments were entered into by the parties involved and conducted on fair value\nbasis.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/16. Related party transactions (Continued)", - "metadata": { - "length": 3680, - "summary": "This page contains Note 16 (Continued) regarding 'Related party transactions' from the Notes to Unaudited Condensed Consolidated Financial Statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text details commercial arrangements with investees involving cloud, marketing, and logistics services, as well as extended loans and guarantees provided to related parties like Hong Kong Cingleot Investment Management Limited.", - "page_nums": [ - 71 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Hong Kong Cingleot Investment Management Limited", - "Cingleot", - "Hong Kong International Airport" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 71, - "artifact_ref": "page_citation_assets/page-71.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7f53ddd7-57b6-5268-a823-725bb61faf41", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n71\n17. Risks and contingencies\n(a) The Company is incorporated in the Cayman Islands and considered as a foreign entity under PRC laws. Due to legal\nrestrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which\ninclude the operations of Internet content providers, the Company operates its Internet businesses and other businesses\nthrough various contractual arrangements with VIEs that are incorporated and owned by PRC citizens or by PRC entities\nowned and/or controlled by PRC citizens. The VIEs hold the licenses and approvals that are essential for their business\noperations in the PRC and the Company has entered into various agreements with the VIEs and their equity holders such that\nthe Company has the right to benefit from their licenses and approvals and generally has control of the VIEs. In the\nCompany’s opinion, the current ownership structure and the contractual arrangements with the VIEs and their equity holders\nas well as the operations of the VIEs are in substantial compliance with all existing PRC laws, rules and regulations.\nHowever, there may be changes and other developments in PRC laws, rules and regulations. Accordingly, the Company\ngives no assurance that PRC government authorities will not take a view in the future that is contrary to the opinion of the\nCompany. If the current ownership structure of the Company and its contractual arrangements with the VIEs and their equity\nholders were found to be in violation of any existing or future PRC laws or regulations, the Company’s ability to conduct its\nbusiness could be impacted and the Company may be required to restructure its ownership structure and operations in the\nPRC to comply with the changes in the PRC laws which may result in deconsolidation of the VIEs.\n(b) The PRC market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These\nuncertainties extend to the ability of the Company to operate or invest in online and mobile commerce or other Internet\nrelated businesses, representing the principal services provided by the Company, in the PRC. The information and technology\nindustries are highly regulated. Restrictions are currently in place or are unclear regarding what specific segments of these\nindustries foreign owned enterprises, like the Company, may operate. If new or more extensive restrictions were imposed on\nthe segments in which the Company is permitted to operate, the Company could be required to sell or cease to operate or\ninvest in some or all of its current businesses in the PRC.\n(c) Because of the Company’s equity interest in and close association with Ant Group and overlapping user bases, regulatory \ndevelopments, litigation or proceedings, media and other reports, whether or not true, and other events that affect Ant Group \ncould also negatively affect customers’, regulators’, investors’ and other third parties’ perception of the Company. Changes \nin Ant Group’s business and future prospects, or speculation of such changes, as well as additional regulatory requirements\nplaced on Ant Group, could in turn have a material adverse effect on the Company.\n(d) The Company’s sales, purchase and expense transactions are generally denominated in RMB and a significant portion of the\nCompany’s assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC,\nforeign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates\nset by the People’s Bank of China (the “PBOC”).\nRemittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other PRC\nforeign exchange regulatory bodies and require certain supporting documentation in order to effect the remittance. If the\nforeign exchange control system prevents the Company from obtaining sufficient foreign currencies to satisfy its currency\ndemands, the Company may not be able to pay dividends in foreign currencies and the Company’s ability to fund its business\nactivities that are conducted in foreign currencies could be adversely affected.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/17. Risks and contingencies", - "metadata": { - "length": 4326, - "summary": "This page contains Section 17, 'Risks and contingencies,' from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text details four primary risk factors: (a) legal restrictions on foreign ownership in China's value-added telecommunications sector and the company's reliance on Variable Interest Entities (VIEs); (b) macro-economic and regulatory uncertainties within the PRC market; (c) potential negative impacts arising from the company's association with Ant Group; and (d) currency risks related to RMB transactions and foreign exchange controls.", - "page_nums": [ - 72 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Cayman Islands", - "PRC", - "Ant Group", - "People’s Bank of China", - "PBOC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 72, - "artifact_ref": "page_citation_assets/page-72.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_f1dad560-a58e-559e-80c0-0fe64418b90f", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n72\n17. Risks and contingencies (Continued)\n(e) In the ordinary course of business, the Company makes strategic investments to increase the service offerings and expand \ncapabilities. The Company continually reviews its investments to determine whether there is a decline in fair value below the \ncarrying value. Fair value of the listed securities is subject to volatility and may be materially affected by market fluctuations.\n(f)\nFinancial instruments that potentially subject the Company to significant concentration of credit risk consist principally of \ncash and cash equivalents, short-term investments, restricted cash and equity securities and other investments. As of \nSeptember 30, 2025, substantially all of the Company’s cash and cash equivalents, restricted cash, short-term investments \nand other treasury investments were held by major financial institutions located worldwide, including Chinese mainland and \nHong Kong S.A.R. If the financial institutions and other issuers of financial instruments held by the Company could become \ninsolvent or if the markets for these instruments could become illiquid as a result of a severe economic downturn, the \nCompany could lose some or all of the value of its investments.\n(g) The Company offers trade assurance program on the international wholesale marketplaces at no charge to the wholesale \nbuyers and sellers. If the wholesale sellers who participate in this program do not deliver the products in their stated \nspecifications to the wholesale buyers on schedule, the Company may compensate the wholesale buyers for their losses on \nbehalf of the wholesale sellers up to a pre-determined amount following a review of each particular case. In turn, the \nCompany will seek a full reimbursement from the wholesale sellers for the prepaid reimbursement amount, yet the Company \nis exposed to a risk over the collectability of the reimbursement from the wholesale sellers. During the six months ended \nSeptember 30, 2025, the Company did not incur any material losses with respect to the compensation provided under this \nprogram. Given that the maximum compensation for each wholesale seller is pre-determined based on their individual risk \nassessments by the Company considering their credit profile or other relevant information, the Company determined that the \nlikelihood of material default on the payments is not probable and therefore no provisions have been made in relation to this \nprogram.\n(h) In the ordinary course of business, the Company is from time to time involved in legal proceedings and litigations and is\nsubject to regulatory investigations. The more stringent obligations under laws and regulations will create additional\noperational requirements with increased compliance costs for the Company. In March 2024, the European Commission, or\nthe EU Commission, opened formal proceeding against AliExpress to assess whether AliExpress breached the Digital\nServices Act. On June 18, 2025, the EU Commission issued preliminary findings in which it considers on a preliminary basis\nthat AliExpress is in breach of its obligation to assess and mitigate risks related to the dissemination of illegal content on its\nplatform. In September 2025, AliExpress filed observations concerning such preliminary findings. The ultimate timeline and\nfinal outcome of the investigation is currently uncertain and subject to further communications with the EU Commission and\ntheir final decision based on such further communications and their deliberations. Any potential loss associated with the\ninvestigation is not reasonably estimable at this stage. Except for the above, there are no legal proceedings and litigations that \nhave in the recent past had, or to the Company’s knowledge, are probable to have, a material impact on the Company’s \nfinancial positions, results of operations or cash flows. The Company did not accrue any material loss contingencies in this \nrespect as of September 30, 2025.\n(i)\nThe Russia-Ukraine conflict has resulted in significant disruptions to supply chains, logistics and business activities in the \nregion that has negatively affected our international commerce business and Cainiao’s international logistics business. The \nconflict has also caused, and continues to intensify, significant geopolitical tensions in Europe and across the globe. The \nresulting sanctions imposed are expected to have significant impacts on the economic conditions of the countries and markets \ntargeted by such sanctions, and may have unforeseen, unpredictable secondary effects on global energy prices, supply chains \nand other aspects of the global economy. The conflict may adversely affect the Company’s business, financial condition and \nresults of operations.\n(j)\nThe United Nations and a number of countries and jurisdictions, including China, the United States and the EU, have adopted \nvarious export control and economic or trade sanction regimes. In particular, the United States government and other \ngovernments have increasingly threatened and/or imposed export control, as well as economic, trade and other sanctions on a \nnumber of China-based companies. The United States and other countries may impose other and more expansive restrictions \non the supply of chips, computing power or other technologies or services to China and China-based companies, including \nthe Company, in the future. Such restrictions may affect the Company’s businesses by limiting the Company’s ability to \nupgrade its products and services, technological capabilities, in particular AI technologies, and to maintain its competitive \nedge, thereby negatively affecting the Company’s results of operations, financial condition and growth potential.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/17. Risks and contingencies (Continued)", - "metadata": { - "length": 5870, - "summary": "This page contains Section 17, 'Risks and contingencies (Continued)', from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text details various risks including strategic investments, credit risk concentration in financial instruments, a trade assurance program on international marketplaces, legal proceedings involving AliExpress and the EU Commission, the impact of the Russia-Ukraine conflict on supply chains, and potential sanctions related to export controls and technology restrictions.", - "page_nums": [ - 73 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "AliExpress", - "European Commission", - "EU Commission", - "Cainiao", - "Russia-Ukraine", - "Europe", - "China", - "United States", - "EU" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 73, - "artifact_ref": "page_citation_assets/page-73.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7fe9034e-3f29-5e66-ab1f-122816c014f9", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n73\n18. Segment information\nPrior to the quarter ended June 30, 2025, the Company had six reportable segments, namely Taobao and Tmall Group, Alibaba \nInternational Digital Commerce Group, Cloud Intelligence Group, Cainiao Smart Logistics Network Limited, Local Services \nGroup, and Hujing Digital Media and Entertainment Group. Starting from the quarter ended June 30, 2025, the Company has \nimplemented a new organizational structure, which the CODM started to review information under a new reporting structure, and \nsegment reporting has been updated to conform to this change. Comparative figures for the six months ended September 30, 2024 \nwere updated to conform to the segment presentation.\nSegment information is presented before elimination of inter-segment transactions. In general, revenue, cost of revenue and\noperating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are\nnot directly attributable to a specific segment, such as those that support infrastructure across different segments, to different\nsegments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The\nCompany does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset\ninformation.\nThe CODM regularly reviews adjusted earnings before interest, taxes and amortization (“Adjusted EBITA”) for each segment\nwhich is considered as a segment operating performance measure. The CODM uses revenue and Adjusted EBITA to assess\nperformance for each segment and allocate resources for each segment in the annual budget and forecasting process.\nThe following table presents the information by segment for the six months ended September 30, 2024 and 2025:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nAlibaba China E-commerce Group\n Revenue\n242,443\n272,650\n Costs and expenses (i)\n(149,363)\n(223,764)\n Adjusted EBITA (ii)\n93,080\n48,886\nAlibaba International Digital Commerce Group\n Revenue\n60,965\n69,540\n Costs and expenses (i)\n(67,576)\n(69,437)\n Adjusted EBITA (ii)\n(6,611)\n103\nCloud Intelligence Group\n Revenue\n56,159\n73,222\n Costs and expenses (i)\n(51,161)\n(66,664)\n Adjusted EBITA (ii)\n4,998\n6,558\nAll others\n Revenue\n165,837\n121,568\n Costs and expenses (i)\n(168,747)\n(126,353)\n Adjusted EBITA (ii)\n(2,910)\n(4,785)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/18. Segment information", - "metadata": { - "length": 2541, - "summary": "This page contains Note 18, 'Segment information', from the unaudited condensed consolidated financial statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text explains a change in organizational structure implemented in June 2025 and details how revenue and expenses are allocated to segments. A table presents financial data by segment—including Revenue, Costs and expenses, and Adjusted EBITA—for the periods ending September 30, 2024 and 2025.", - "page_nums": [ - 74 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Taobao and Tmall Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group", - "Cainiao Smart Logistics Network Limited", - "Local Services Group", - "Hujing Digital Media and Entertainment Group", - "Alibaba China E-commerce Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 74, - "artifact_ref": "page_citation_assets/page-74.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_c077b469-1c59-5097-983d-2078c516e4cc", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n74\n18. Segment information (Continued)\nThe following table presents the reconciliation from the total segments Adjusted EBITA to the consolidated net income for the six \nmonths ended September 30, 2024 and 2025:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nTotal segments Adjusted EBITA\n88,557\n50,762\nUnallocated (iii)\n(2,142)\n(1,640)\nInter-segment elimination\n(819)\n(1,205)\nNon-cash share-based compensation expense\n(7,775)\n(6,076)\nAmortization and impairment of intangible assets, and others\n(3,441)\n(1,488)\nProvision for the shareholder class action lawsuits\n(3,145)\n—\nConsolidated income from operations\n71,235\n40,353\nInterest and investment income, net\n17,129\n37,468\nInterest expense\n(4,615)\n(4,995)\nOther (expense) income, net\n(1,221)\n1,329\nIncome tax expenses\n(17,442)\n(14,415)\nShare of results of equity method investees\n2,483\n3,254\nConsolidated net income\n67,569\n62,994\nThe following table presents the depreciation and impairment of property and equipment, and operating lease cost relating to land \nuse rights by segment for the six months ended September 30, 2024 and 2025:\nSix months ended September 30,\n2024\n2025\nRMB\nRMB\n(in millions)\nAlibaba China E-commerce Group\n79\n62\nAlibaba International Digital Commerce Group\n547\n370\nCloud Intelligence Group\n6,906\n11,877\nAll others\n4,087\n1,226\nTotal segments depreciation and impairment of property and\n equipment, and operating lease cost relating to land use rights\n11,619\n13,535\n(i)\nSegment costs and expenses primarily comprise components that are included in cost of revenue, product development \nexpenses, sales and marketing expenses, as well as general and administrative expenses. \n(ii)\nAdjusted EBITA represents net income before interest and investment income, net, interest expense, other (expense) income,\nnet, income tax expenses, share of results of equity method investees, certain non-cash expenses, consisting of share-based\ncompensation expense, amortization and impairment of intangible assets, impairment of goodwill, and others, which the\nCompany does not believe are reflective of the Company's core operating performance during the periods presented.\n(iii)\nUnallocated primarily relates to certain costs incurred by corporate functions and other miscellaneous items that are not\nallocated to individual segments.\nDetails of the Company's revenue by segment are set out in Note 4.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/18. Segment information (Continued)", - "metadata": { - "length": 2524, - "summary": "This page contains Note 18 (Segment information) from the unaudited condensed consolidated financial statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It features two tables: the first reconciles total segments Adjusted EBITA to consolidated net income, while the second details depreciation, impairment, and operating lease costs by segment. The page also includes explanatory notes defining terms like Adjusted EBITA and unallocated costs.", - "page_nums": [ - 75 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "Alibaba China E-commerce Group", - "Alibaba International Digital Commerce Group", - "Cloud Intelligence Group" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 75, - "artifact_ref": "page_citation_assets/page-75.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_c2536189-947b-5c9a-ab67-8f9c02d2d793", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n75\n19. Aging analysis \nAccounts receivable\nThe aging analysis of the accounts receivable, net of allowance, based on billing date is as follows:\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\n(in millions)\n0-3 months\n25,172\n25,073\n3-6 months\n3,078\n3,395\n6-12 months\n1,775\n2,344\nOver 1 year\n627\n834\nAccounts receivable, net of allowance\n30,652\n31,646\nAccounts payable \nThe aging analysis of the accounts payable based on billing date is as follows:\nAs of March 31,\nAs of September 30,\n2025\n2025\nRMB\nRMB\n(in millions)\n0-3 months\n52,019\n56,073\n3-6 months\n3,990\n5,696\n6-12 months\n846\n1,600\nOver 1 year\n1,346\n1,570\nAccounts payable\n58,201\n64,939\n20. Dividends\nThe Board did not recommend the distribution of interim dividend for the six months ended September 30, 2024 and 2025.\n21. Subsequent events\nSave as disclosed in the unaudited condensed consolidated financial statements, there were no significant events that might affect \nthe Company since September 30, 2025.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/19. Aging analysis", - "metadata": { - "length": 1118, - "summary": "Section 19 presents the aging analysis of accounts receivable and accounts payable for Alibaba Group Holding Limited, based on billing date. The data is provided in RMB millions as of March 31, 2025, and September 30, 2025, categorized by time periods: 0-3 months, 3-6 months, 6-12 months, and over 1 year.", - "page_nums": [ - 76 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 76, - "artifact_ref": "page_citation_assets/page-76.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_7eeae96e-f43d-511b-9b9e-a153a32ae227", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/19. Aging analysis p76]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/20. Dividends", - "metadata": { - "length": 93, - "summary": "Section 20 states that the Board did not recommend the distribution of an interim dividend for the six months ended September 30, 2024 and 2025.", - "page_nums": [ - 76 - ], - "keywords": [ - "Board" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 76, - "artifact_ref": "page_citation_assets/page-76.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_e5103ab7-7719-529e-ac59-99ab516b76cb", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/19. Aging analysis p76]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/21. Subsequent events", - "metadata": { - "length": 93, - "summary": "Section 21 states that, except for disclosures already made in the unaudited condensed consolidated financial statements, there were no significant events affecting the Company since September 30, 2025.", - "page_nums": [ - 76 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "September 30, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 76, - "artifact_ref": "page_citation_assets/page-76.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_f7ae49d9-9742-5ba7-9ccc-9aacc0df8530", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n76\n22. Reconciliations between U.S. GAAP and International Financial Reporting Standards\nThe unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, which differ in certain\nrespects from International Financial Reporting Standards (“IFRS”). The effects of material differences between the unaudited\ncondensed consolidated financial statements of the Company prepared under U.S. GAAP and IFRS are as follows:\nReconciliation of Unaudited Condensed Consolidated Balance Sheets (Extract)\nAs of March 31, 2025\nAmounts as\nreported\nunder U.S.\nGAAP\nConsolidation\nand business\ncombinations,\nand others\nEquity\nsecurities\nwithout\nreadily\ndeterminable\nfair value\nEquity\nmethod\ninvestments\nShare-\nbased\nawards\nOperating\nleases\nRedeemable\nnoncontrolling\ninterests\nHyperinflation\nConvertible\nunsecured\nsenior notes\nand\ninstruments\nin an\nentity’s own\nequity\nAmounts\nunder IFRS\n(i)\n(ii)\n(iii)\n(iv)\n(v)\n(vi)\n(vii)\n(viii)\n(in millions of RMB)\nEquity securities and other\n investments\n356,818\n—\n5,003\n3,547\n—\n—\n—\n—\n—\n365,368\nPrepayments, receivables and\n other assets\n83,431\n(258)\n485\n—\n578\n(1,010)\n—\n382\n6,874\n90,482\nInvestments in equity method\n investees\n210,169\n(241)\n—\n(226)\n—\n—\n—\n—\n—\n209,702\nProperty and equipment, net\n203,348\n—\n—\n—\n—\n—\n—\n1,318\n—\n204,666\nIntangible assets, net\n20,911\n(1,861)\n—\n—\n—\n—\n—\n426\n—\n19,476\nGoodwill\n255,501\n(36,284)\n—\n—\n—\n—\n—\n3,180\n—\n222,397\nTotal assets\n1,804,227\n(38,644)\n5,488\n3,321\n578\n(1,010)\n—\n5,306\n6,874\n1,786,140\nDeferred tax liabilities\n48,454\n(719)\n368\n(283)\n(78)\n—\n—\n(51)\n—\n47,691\nConvertible unsecured senior\n notes\n35,834\n—\n—\n—\n—\n—\n—\n—\n16,021\n51,855\nOther liabilities\n17,644\n—\n—\n—\n—\n(2)\n10,247\n—\n—\n27,889\nTotal liabilities\n714,121\n(719)\n368\n(283)\n(78)\n(2)\n10,247\n(51)\n16,021\n739,624\nMezzanine equity\n11,713\n—\n—\n—\n—\n—\n(11,713)\n—\n—\n—\nTotal shareholders’ equity\n1,009,858\n(17,402)\n5,120\n3,604\n656\n(1,008)\n1,439\n2,616\n(9,147)\n995,736\nNoncontrolling interests\n68,535\n(20,523)\n—\n—\n—\n—\n27\n2,741\n—\n50,780\nTotal equity\n1,078,393\n(37,925)\n5,120\n3,604\n656\n(1,008)\n1,466\n5,357\n(9,147)\n1,046,516\nTotal liabilities, mezzanine\n equity and equity\n1,804,227\n(38,644)\n5,488\n3,321\n578\n(1,010)\n—\n5,306\n6,874\n1,786,140", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards", - "metadata": { - "length": 2316, - "summary": "This page contains Note 22 from the financial statements of Alibaba Group Holding Limited, detailing the reconciliations between U.S. GAAP and International Financial Reporting Standards (IFRS) for the six months ended September 30, 2024 and 2025. It features a table titled 'Reconciliation of Unaudited Condensed Consolidated Balance Sheets (Extract)' as of March 31, 2025, which breaks down adjustments in millions of RMB across categories such as equity securities, property, goodwill, liabilities, and equity.", - "page_nums": [ - 77 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "U.S. GAAP", - "International Financial Reporting Standards", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 77, - "artifact_ref": "page_citation_assets/page-77.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_78aced79-9358-5226-9011-928d73e8cc95", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n77\n22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)\nReconciliation of Unaudited Condensed Consolidated Balance Sheets (Extract)\nAs of September 30, 2025\nAmounts as\nreported\nunder U.S.\nGAAP\nConsolidation\nand business\ncombinations,\nand others\nEquity\nsecurities\nwithout\nreadily\ndeterminable\nfair value\nEquity\nmethod\ninvestments\nShare-\nbased\nawards\nOperating\nleases\nRedeemable\nnoncontrolling\ninterests\nHyperinflation\nConvertible\nunsecured\nsenior notes\nand\ninstruments\nin an\nentity’s own\nequity\nAmounts\nunder IFRS\n(i)\n(ii)\n(iii)\n(iv)\n(v)\n(vi)\n(vii)\n(viii)\n(in millions of RMB)\nEquity securities and other\n investments\n411,953\n—\n3,282\n4,223\n—\n—\n—\n—\n—\n419,458\nPrepayments, receivables and\n other assets\n96,927\n(258)\n521\n—\n637\n(974)\n—\n1,023\n8,315\n106,191\nInvestments in equity method\n investees\n206,862\n(241)\n—\n(784)\n—\n—\n—\n—\n—\n205,837\nProperty and equipment, net\n246,539\n—\n—\n—\n—\n—\n—\n699\n—\n247,238\nIntangible assets, net\n19,429\n(1,688)\n—\n—\n—\n—\n—\n445\n—\n18,186\nGoodwill\n255,551\n(36,278)\n—\n—\n—\n—\n—\n3,304\n—\n222,577\nTotal assets\n1,883,880\n(38,465)\n3,803\n3,439\n637\n(974)\n—\n5,471\n8,315\n1,866,106\nDeferred tax liabilities\n46,802\n(684)\n324\n(292)\n(170)\n—\n—\n(52)\n—\n45,928\nConvertible unsecured senior\n notes\n57,481\n—\n—\n—\n—\n—\n—\n—\n34,064\n91,545\nExchangeable bonds\n13,755\n—\n—\n—\n—\n—\n—\n—\n—\n13,755\nOther liabilities\n21,354\n—\n—\n—\n—\n—\n8,467\n—\n—\n29,821\nTotal liabilities\n772,095\n(684)\n324\n(292)\n(170)\n—\n8,467\n(52)\n34,064\n813,752\nMezzanine equity\n9,884\n—\n—\n—\n—\n—\n(9,884)\n—\n—\n—\nTotal shareholders’ equity\n1,032,495\n(17,252)\n3,479\n3,731\n807\n(974)\n1,432\n2,711\n(25,749)\n1,000,680\nNoncontrolling interests\n69,406\n(20,529)\n—\n—\n—\n—\n(15)\n2,812\n—\n51,674\nTotal equity\n1,101,901\n(37,781)\n3,479\n3,731\n807\n(974)\n1,417\n5,523\n(25,749)\n1,052,354\nTotal liabilities, mezzanine\n equity and equity\n1,883,880\n(38,465)\n3,803\n3,439\n637\n(974)\n—\n5,471\n8,315\n1,866,106\n\nALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n78\n22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)\nReconciliation of Unaudited Condensed Consolidated Income Statement (Extract)\nSix months ended September 30, 2024\nAmounts as\nreported\nunder U.S.\nGAAP\nConsolidation\nand business\ncombinations,\nand others\nEquity\nsecurities\nwithout\nreadily\ndeterminable\nfair value\nEquity\nmethod\ninvestments\nShare-\nbased\nawards\nOperating\nleases\nRedeemable\nnoncontrolling\ninterests\nHyperinflation\nConvertible\nunsecured\nsenior notes\nand\ninstruments\nin an\nentity’s own\nequity\nAmounts\nunder IFRS\n(i)\n(ii)\n(iii)\n(iv)\n(v)\n(vi)\n(vii)\n(viii)\n(in millions of RMB)\nRevenue\n479,739\n—\n—\n—\n—\n—\n—\n97\n—\n479,836\nCost of revenue\n(290,135)\n—\n—\n—\n(22)\n641\n—\n(235)\n—\n(289,751)\nProduct development\n expenses\n(27,555)\n—\n—\n—\n(10)\n—\n—\n(1)\n—\n(27,566)\nSales and marketing expenses\n(65,167)\n—\n—\n—\n(2)\n1\n—\n(323)\n—\n(65,491)\nGeneral and administrative\n expenses\n(23,057)\n—\n—\n—\n(18)\n70\n—\n(9)\n—\n(23,014)\nAmortization and impairment\n of intangible assets\n(3,441)\n160\n—\n—\n—\n—\n—\n39\n—\n(3,242)\nOther gains, net\n851\n—\n—\n—\n—\n—\n—\n—\n—\n851\nIncome from operations\n71,235\n160\n—\n—\n(52)\n712\n—\n(432)\n—\n71,623\nInterest and investment\n income, net\n17,129\n—\n1,750\n(56)\n—\n—\n22\n61\n(7,689)\n11,217\nInterest expense\n(4,615)\n—\n—\n—\n—\n(775)\n(434)\n(12)\n—\n(5,836)\nOther expense, net\n(1,221)\n—\n—\n—\n—\n—\n—\n442\n—\n(779)\nIncome tax expenses\n(17,442)\n(35)\n109\n(227)\n866\n11\n—\n(221)\n—\n(16,939)\nShare of results of equity\n method investees\n2,483\n—\n—\n1,151\n4\n—\n—\n—\n—\n3,638\nNet income\n67,569\n125\n1,859\n868\n818\n(52)\n(412)\n(162)\n(7,689)\n62,924\nNet loss attributable to\n noncontrolling interests\n854\n(59)\n—\n—\n(3)\n—\n133\n145\n—\n1,070\nAccretion of mezzanine\n equity\n(280)\n—\n—\n—\n—\n—\n280\n—\n—\n—\nNet income attributable to\n ordinary shareholders\n68,143\n66\n1,859\n868\n815\n(52)\n1\n(17)\n(7,689)\n63,994", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)", - "metadata": { - "length": 3960, - "summary": "This section presents the reconciliation between U.S. GAAP and International Financial Reporting Standards (IFRS) for Alibaba Group Holding Limited. It includes two tables: a balance sheet extract as of September 30, 2025, detailing adjustments to assets, liabilities, and equity; and an income statement extract for the six months ended September 30, 2024, showing reconciliations for revenue, expenses, and net income.", - "page_nums": [ - 78, - 79 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "U.S. GAAP", - "International Financial Reporting Standards" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 78, - "artifact_ref": "page_citation_assets/page-78.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 79, - "artifact_ref": "page_citation_assets/page-79.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_af69e3ca-e53a-515b-af35-9b31c8af69b3", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n79\n22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)\nReconciliation of Unaudited Condensed Consolidated Income Statement (Extract) (Continued)\nSix months ended September 30, 2025\nAmounts as\nreported\nunder U.S.\nGAAP\nConsolidation\nand business\ncombinations,\nand others\nEquity\nsecurities\nwithout\nreadily\ndeterminable\nfair value\nEquity\nmethod\ninvestments\nShare-\nbased\nawards\nOperating\nleases\nRedeemable\nnoncontrolling\ninterests\nHyperinflation\nConvertible\nunsecured\nsenior notes\nand\ninstruments\nin an\nentity’s own\nequity\nAmounts\nunder IFRS\n(i)\n(ii)\n(iii)\n(iv)\n(v)\n(vi)\n(vii)\n(viii)\n(in millions of RMB)\nRevenue\n495,447\n—\n—\n—\n—\n—\n—\n1\n—\n495,448\nCost of revenue\n(287,210)\n—\n—\n—\n(12)\n304\n—\n(425)\n—\n(287,343)\nProduct development expenses\n(32,096)\n—\n—\n—\n(7)\n—\n—\n(15)\n—\n(32,118)\nSales and marketing expenses\n(119,674)\n—\n—\n—\n(2)\n1\n—\n(154)\n—\n(119,829)\nGeneral and administrative\n expenses\n(14,778)\n—\n—\n—\n(14)\n36\n—\n(5)\n—\n(14,761)\nAmortization and impairment\n of intangible assets\n(1,633)\n173\n—\n—\n—\n—\n—\n67\n—\n(1,393)\nOther gains (losses), net\n297\n—\n—\n—\n—\n—\n—\n(506)\n—\n(209)\nIncome from operations\n40,353\n173\n—\n—\n(35)\n341\n—\n(1,037)\n—\n39,795\nInterest and investment\n income, net\n37,468\n—\n(1,641)\n210\n—\n61\n10\n16\n(18,008)\n18,116\nInterest expense\n(4,995)\n(395)\n—\n—\n—\n(337)\n1,536\n(30)\n—\n(4,221)\nOther income, net\n1,329\n7\n—\n—\n—\n—\n—\n396\n—\n1,732\nIncome tax expenses\n(14,415)\n(35)\n39\n1\n60\n(31)\n—\n(389)\n—\n(14,770)\nShare of results of equity\n method investees\n3,254\n—\n—\n(79)\n29\n—\n—\n—\n—\n3,204\nNet income\n62,994\n(250)\n(1,602)\n132\n54\n34\n1,546\n(1,044)\n(18,008)\n43,856\nNet income attributable to\n noncontrolling interests\n(1,326)\n(65)\n—\n—\n(3)\n—\n887\n251\n—\n(256)\nReversal of accretion of\n mezzanine equity\n2,438\n—\n—\n—\n—\n—\n(2,438)\n—\n—\n—\nNet income attributable to\n ordinary shareholders\n64,106\n(315)\n(1,602)\n132\n51\n34\n(5)\n(793)\n(18,008)\n43,600\n(i)\nConsolidation and business combinations\nThe Company consolidates an entity when the Company obtains control over the entity and deconsolidates the entity upon\nthe loss of control. Under U.S. GAAP, control generally exists when the Company obtains a controlling financial interest\nover an entity, whereby the usual condition is ownership of over 50% of the voting shares. Under IFRS, de facto control\nexists when the Company has the practical ability to direct the relevant activities of the entity, even if the Company owns less\nthan 50% of the voting shares.\nThe Company recognizes noncontrolling interests to reflect the portion of equity of a subsidiary that is not attributable to the\nCompany. Under U.S. GAAP, noncontrolling interests are measured at fair value and full goodwill in relation to the acquiree\nis recognized in a business combination. Under IFRS, the Company can elect, on a transaction-by-transaction basis, to\nmeasure noncontrolling interests at the noncontrolling interests’ proportionate share of the acquiree’s net identifiable assets\nand partial goodwill is recognized to reflect the controlling interests only.\nThe Company recognizes an impairment loss when the Company determines that the carrying value of goodwill is not\nrecoverable. Under U.S. GAAP, the impairment loss is measured by comparing the carrying value of the reporting unit,\nincluding goodwill, with its fair value. Under IFRS, the carrying value is compared with the recoverable amount, which is the\nhigher of fair value less costs of disposal and value in use.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(i) Consolidation and business combinations", - "metadata": { - "length": 3565, - "summary": "This page contains the 'Notes to Unaudited Condensed Consolidated Financial Statements' for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It features a detailed reconciliation table comparing U.S. GAAP financial figures to International Financial Reporting Standards (IFRS) for the period ending September 30, 2025, covering items such as revenue, operating income, and net income in millions of RMB. The lower section provides explanatory text regarding accounting policies for consolidation, business combinations, noncontrolling interests, and goodwill impairment.", - "page_nums": [ - 80 - ], - "keywords": [ - "ALIBABA GROUP HOLDING LIMITED", - "U.S. GAAP", - "International Financial Reporting Standards" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 80, - "artifact_ref": "page_citation_assets/page-80.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_f40eb169-231b-5a35-a0ff-0d73d86d1cbc", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n80\n22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)\n(ii)\nEquity securities without readily determinable fair value\nUnder U.S. GAAP, the Company can elect, on an instrument-by-instrument basis, to apply the measurement alternative to\nrecord the investments in equity securities without readily determinable fair values at cost, less impairment, with subsequent\nadjustments for observable price changes recognized in the unaudited condensed consolidated income statements. Under\nIFRS, these investments are measured at fair value with changes in fair value recognized in the unaudited condensed\nconsolidated income statements.\n(iii)\nEquity method investments\nThe Company generally applies the equity method to account for equity investments over which it has significant influence.\nUnder U.S. GAAP, significant influence is presumed to exist for an investment in limited partnership or unincorporated\nentity, unless the investment is so minor that the Company has virtually no influence over the entity’s operating and financial\npolicies. Under IFRS, significant influence is presumed to exist for an investment of over 20% of the voting rights of an\nentity.\nThe Company records its share of the post-acquisition results of its equity method investees and adjusts for the basis\ndifferences that exist between the carrying values of the equity method investments and the Company’s proportionate share\nof the carrying value of the investee’s net assets. Adjustments are made to the financial statements of the equity method\ninvestees prepared under U.S. GAAP in order to conform to the Company’s accounting policies under IFRS and to reflect the\nbasis differences of the equity method investments under IFRS, if different from those under U.S. GAAP.\n(iv)\nShare-based awards\nThe employees of the Company hold share-based awards relating to an equity method investee of the Company that were\ngranted and will be settled by related parties or economic interest holders of the Company. Under U.S. GAAP, the cost\nrelated to these awards is recognized over the requisite service period, with subsequent changes in fair value of these awards\nrecognized in the unaudited condensed consolidated income statements. Under IFRS, these awards are not considered as\nshare based payments of the Company and the cost relating to these awards is not recognized.\nThe Company accounts for income tax effects of share-based awards that ordinarily give rise to tax deduction. Under U.S.\nGAAP, deferred taxes for these awards are measured based on share-based compensation expenses recognized in the\nunaudited condensed consolidated financial statements. Under IFRS, deferred taxes for these awards are measured based on\nfuture tax deduction estimated at the end of each reporting period.\n(v)\nOperating leases\nUnder U.S. GAAP, the amortization of right-of-use assets and the interest expense related to lease liabilities are recorded\ntogether as lease expense and recognized in the unaudited condensed consolidated income statements on a straight-line basis.\nUnder IFRS, the right-of-use assets are amortized on a straight-line basis while the interest expense related to lease liabilities\nare recognized in the unaudited condensed consolidated income statements using effective interest method.\n(vi)\nRedeemable noncontrolling interests\nEquity interests issued by certain subsidiaries of the Company are redeemable. Under U.S. GAAP, redeemable equity\ninterests are classified as mezzanine equity if the redemption is outside the Company’s control and as noncontrolling interests\nif equity interests issued by finite-lived subsidiaries are mandatorily redeemable only upon liquidation. Under IFRS, these\nredeemable equity interests are generally classified as financial liabilities.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(ii) Equity securities without readily determinable fair value", - "metadata": { - "length": 3950, - "summary": "The section explains the accounting treatment for equity securities without readily determinable fair values under U.S. GAAP and IFRS. Under U.S. GAAP, the Company can elect to measure these investments at cost less impairment, with adjustments for observable price changes recognized in income statements. Under IFRS, these investments are measured at fair value with changes recognized in income statements.", - "page_nums": [ - 81 - ], - "keywords": [ - "U.S. GAAP", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_2300ac77-5c91-52a8-b89d-933a3c7eba8d", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(ii) Equity securities without readily determinable fair value p81]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(iii) Equity method investments", - "metadata": { - "length": 235, - "summary": "This section outlines the accounting treatment for equity method investments, explaining that the Company applies the equity method to investments where it has significant influence. It details the criteria for presuming significant influence under U.S. GAAP (limited partnerships or unincorporated entities) versus IFRS (over 20% of voting rights). Additionally, it describes how the Company records its share of post-acquisition results and adjusts for basis differences between carrying values and proportionate shares of net assets.", - "page_nums": [ - 81 - ], - "keywords": [ - "U.S. GAAP", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_a32792a3-8aba-5301-af5b-84e9e748a7ae", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(ii) Equity securities without readily determinable fair value p81]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(iv) Share-based awards", - "metadata": { - "length": 235, - "summary": "The section details the accounting treatment for share-based awards held by employees of Alibaba Group Holding Limited, which relate to an equity method investee. It contrasts U.S. GAAP and IFRS: under U.S. GAAP, costs are recognized over the service period with fair value changes in income statements, while under IFRS, they are not considered share-based payments and costs are unrecognized. Additionally, it explains that deferred taxes for these awards are measured based on compensation expenses under U.S. GAAP but on estimated future tax deductions under IFRS.", - "page_nums": [ - 81 - ], - "keywords": [ - "Alibaba Group Holding Limited", - "U.S. GAAP", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_34c4ab8f-c4b8-5b6b-931a-658f800a807b", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(ii) Equity securities without readily determinable fair value p81]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(v) Operating leases", - "metadata": { - "length": 235, - "summary": "The section titled 'Operating leases' explains the accounting treatment differences between U.S. GAAP and IFRS regarding lease expenses. Under U.S. GAAP, amortization of right-of-use assets and interest expense are combined into a single straight-line lease expense. In contrast, under IFRS, these components are recognized separately: right-of-use assets are amortized on a straight-line basis, while interest expense is recognized using the effective interest method.", - "page_nums": [ - 81 - ], - "keywords": [ - "U.S. GAAP", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_235572bb-76f1-5ba5-8c3b-c4bf641df9b5", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(ii) Equity securities without readily determinable fair value p81]", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(vi) Redeemable noncontrolling interests", - "metadata": { - "length": 235, - "summary": "This section explains the accounting treatment of redeemable equity interests issued by certain subsidiaries. Under U.S. GAAP, these interests are classified as mezzanine equity if redemption is outside the Company's control, or as noncontrolling interests if mandatorily redeemable only upon liquidation. Under IFRS, such redeemable equity interests are generally classified as financial liabilities.", - "page_nums": [ - 81 - ], - "keywords": [ - "U.S. GAAP", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_c8771ca1-7d95-5e1b-9216-388203a95e8d", - "type": "page", - "content": "ALIBABA GROUP HOLDING LIMITED\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\nFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 and 2025\n81\n22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)\n(vii)\nHyperinflation\nUnder U.S. GAAP, when the Company determines that a subsidiary is operating in a highly inflationary economy, the\nfinancial statements of this subsidiary are remeasured prospectively as if its functional currency was the functional currency\nof its immediate parent company. Under IFRS, the financial statements of the subsidiary operating in a highly inflationary\neconomy are restated in terms of the measuring unit current at the end of the reporting period.\n(viii)\nConvertible unsecured senior notes and instruments in an entity’s own equity\nCertain unsecured senior notes issued by the Company are convertible into its ordinary shares. Under U.S. GAAP, these \nconvertible notes are accounted for in entirety as liabilities measured at amortized cost with debt discounts and debt issuance \ncosts amortized using the effective interest method. Under IFRS, these convertible notes that the Company can settle in cash \nat its election are accounted for as hybrid instruments, and the Company designates the hybrid instruments as financial \nliabilities measured at fair value with changes in fair value recognized in the unaudited condensed consolidated income \nstatements, whereas changes in fair value attributed to credit risk recognized separately in other comprehensive income are \ninsignificant. Furthermore, under IFRS, if the conversion options embedded in the convertible unsecured senior notes or the \nexchange options embedded in the exchangeable bonds are not classified as equity, the respective instruments are classified \nas current liabilities when the holders have the right to convert or exchange them within twelve months after the reporting \nperiod.\nUnder U.S. GAAP, for an instrument in an entity’s own equity to be classified as equity, the instrument must be both (1) \nindexed to the entity’s stock (commonly referred to as “fixed-for-fixed” test) and (2) classified in shareholders’ equity, \nregardless of whether the instrument is a derivative under ASC 815. Under IFRS, a derivative in an entity’s own equity may \nnonetheless be considered an equity instrument if the derivative meets the “fixed-for-fixed” test, whereas a non-derivative \nthat includes no contractual obligation for the entity to deliver cash, financial asset or a variable number of its own equity \ninstrument is recognized in shareholders’ equity with no subsequent measurement. Besides, differences exist in the \napplication of the “fixed-for-fixed” test between U.S. GAAP and IFRS. For example, settlement alternatives that may permit \nequity classification under U.S. GAAP typically result in an asset or a liability classification under IFRS. Consequently, \ndepending on the specific terms and conditions, an instrument in an entity’s own equity may be classified as equity under \nU.S. GAAP but as an asset or a liability measured at fair value, with changes in fair value recognized in the unaudited \ncondensed consolidated income statement, under IFRS, or vice versa.", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(vii) Hyperinflation", - "metadata": { - "length": 3234, - "summary": "This section outlines the accounting treatment for subsidiaries operating in highly inflationary economies under U.S. GAAP and IFRS. Under U.S. GAAP, financial statements are remeasured prospectively as if the functional currency were that of the immediate parent company. Under IFRS, they are restated in terms of the measuring unit current at the end of the reporting period.", - "page_nums": [ - 82 - ], - "keywords": [ - "U.S. GAAP", - "IFRS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 82, - "artifact_ref": "page_citation_assets/page-82.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - }, - { - "chunk_id": "node_41b1dc05-5446-51b3-ae9d-a9792f6b78c2", - "type": "page", - "content": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(vii) Hyperinflation p82]\n\n91", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(viii) Convertible unsecured senior notes and instruments in an entity’s own equity", - "metadata": { - "length": 197, - "summary": "This section details the accounting treatment differences between U.S. GAAP and IFRS regarding convertible unsecured senior notes and instruments in an entity's own equity. Under U.S. GAAP, convertible notes are treated entirely as liabilities measured at amortized cost, while under IFRS, they may be classified as hybrid financial liabilities if the company can settle in cash. The text also explains that for an instrument to be classified as equity, it must meet a 'fixed-for-fixed' test; however, settlement alternatives permitted under U.S. GAAP often result in asset or liability classification under IFRS.", - "page_nums": [ - 82, - 83 - ], - "keywords": [ - "U.S. GAAP", - "IFRS", - "ASC 815" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 82, - "artifact_ref": "page_citation_assets/page-82.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - }, - { - "page_num": 83, - "artifact_ref": "page_citation_assets/page-83.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1296, - "height": 1656 - } - ] - } - } - ] -} diff --git a/apps/api/app/data/demo_documents/financial-alibaba-fy2026-interim-report/doc_nav.json b/apps/api/app/data/demo_documents/financial-alibaba-fy2026-interim-report/doc_nav.json deleted file mode 100644 index 86b9c1840..000000000 --- a/apps/api/app/data/demo_documents/financial-alibaba-fy2026-interim-report/doc_nav.json +++ /dev/null @@ -1,1140 +0,0 @@ -{ - "version": "1.0", - "file_name": "Alibaba Fiscal Year 2026 Interim Report.pdf", - "stats": { - "total_chunks": 125, - "text_chunks": 0, - "image_chunks": 0, - "table_chunks": 0, - "page_chunks": 125, - "max_depth": 5 - }, - "sections": [ - { - "title": "Root", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root", - "level": 1, - "summary": "", - "chunk_count": 143, - "children": [ - { - "title": "Weighted Voting Rights", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Weighted Voting Rights", - "level": 2, - "summary": "This section outlines the company's Weighted Voting Rights (WVR) structure. It states that while shareholders generally have one vote per share, the Alibaba Partnership holds exclusive rights to nominate or appoint a simple majority of the board of directors as long as specific partnership conditions are met. The text notes that these rights persist through changes in control or mergers and warns investors about potential conflicts of interest between the Partnership and other shareholders.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Exchange Rate Information", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Exchange Rate Information", - "level": 2, - "summary": "This section explains that the Interim Report translates Renminbi (RMB) amounts into U.S. dollars (US$) and Hong Kong dollars (HK$). It specifies the exchange rates used for these translations as of September 30, 2025: RMB7.1190 to US$1.00 based on the Federal Reserve Board's H.10 statistical release, and RMB0.91298 to HK$1.00 based on the People's Bank of China.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Safe Harbor Statements", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Safe Harbor Statements", - "level": 2, - "summary": "This section contains forward-looking statements made under the 'safe harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995. It identifies such statements by specific terminology and outlines inherent risks and uncertainties that could cause actual results to differ materially from those projected, including factors related to business competition, strategic transactions, economic conditions in China and globally, geopolitical tensions, trade policies, and shareholder return initiatives.", - "chunk_count": 2, - "children": [] - }, - { - "title": "MANAGEMENT DISCUSSION AND ANALYSIS", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS", - "level": 2, - "summary": "", - "chunk_count": 32, - "children": [ - { - "title": "Six Months Ended September Summary Financial Results", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Summary Financial Results", - "level": 3, - "summary": "This page presents the 'Six Months Ended September Summary Financial Results' for a company, comparing data from 2024 and 2025. The table details key financial metrics including Revenue, Income from operations, Adjusted EBITDA, Net income, and Diluted earnings per share in RMB and US dollars, alongside year-over-year percentage changes. Footnotes explain that decreases in profitability were primarily due to investments in quick commerce and technology, while revenue growth was supported by Alibaba China E-commerce Group and Cloud business.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Six Months Ended September Segment Results", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results", - "level": 3, - "summary": "This page presents the segment results for the six months ended September 30, 2025. It details a total revenue of RMB495,447 million (US$69,595 million), representing a 3% year-over-year increase. The main table breaks down this revenue by business group, including Alibaba China E-commerce Group, Alibaba International Digital Commerce Group, and Cloud Intelligence Group, alongside financial figures in RMB and US dollars.", - "chunk_count": 9, - "children": [ - { - "title": "Alibaba China E-commerce Group", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group", - "level": 4, - "summary": "", - "chunk_count": 3, - "children": [ - { - "title": "(i) Segment revenue", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/(i) Segment revenue", - "level": 5, - "summary": "This page presents a financial table detailing the adjusted EBITA breakdown by segment for Alibaba for the six months ended September 30, 2024 and 2025. It lists revenue figures in RMB and US dollars for groups such as 'Alibaba China E-commerce Group' and 'Cloud Intelligence Group', alongside year-over-year percentage changes. The text below the table explains recent strategic combinations of business units (e.g., Taobao, Tmall) into the China E-commerce Group and provides specific revenue details for the E-commerce Business.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Quick Commerce Business", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/Quick Commerce Business", - "level": 5, - "summary": "The section details the revenue performance of the Quick Commerce Business for the six months ended September 30, 2025. It reports a total revenue of RMB37,690 million (US$5,294 million), representing a 37% increase compared to the same period in 2024. The growth is attributed primarily to order growth resulting from the rollout of 'Taobao Instant Commerce' at the end of April 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "China Commerce Wholesale Business", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba China E-commerce Group/China Commerce Wholesale Business", - "level": 5, - "summary": "The section details the revenue performance of the China Commerce Wholesale Business for the six months ended September 30, 2025. It reports a revenue of RMB13,450 million (US$1,889 million), representing a 13% increase compared to the same period in 2024. This growth is primarily attributed to an increase in revenue from value-added services provided to paying members.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Segment adjusted EBITA", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Segment adjusted EBITA", - "level": 4, - "summary": "The section details the financial performance of the Alibaba China E-commerce Group's adjusted EBITA for the six months ended September 30, 2025. It reports a decrease of 47% to RMB48,886 million (US$6,867 million) compared to the same period in 2024. The decline is attributed primarily to investments in quick commerce, user experiences, and technology, which were partially offset by double-digit revenue growth.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Alibaba International Digital Commerce Group", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba International Digital Commerce Group", - "level": 4, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "International Commerce Retail Business", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba International Digital Commerce Group/International Commerce Retail Business", - "level": 5, - "summary": "The section details the revenue performance of the International Commerce Retail Business for the six months ended September 30, 2025. It reports a revenue increase of 15% to RMB56,463 million (US$7,931 million) compared to the same period in 2024. The growth is primarily attributed to increased revenue from AliExpress and other international businesses. The text also notes that exchange rate fluctuations affect the reported Renminbi figures as some revenues are generated in local currencies.", - "chunk_count": 1, - "children": [] - }, - { - "title": "International Commerce Wholesale Business", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Alibaba International Digital Commerce Group/International Commerce Wholesale Business", - "level": 5, - "summary": "The section details the revenue performance of the International Commerce Wholesale Business for the six months ended September 30, 2025. It reports a revenue of RMB13,077 million (US$1,837 million), representing a 12% increase compared to the same period in 2024. This growth is primarily attributed to an increase in revenue generated by cross-border related value-added services.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Cloud Intelligence Group", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Segment Results/Cloud Intelligence Group", - "level": 4, - "summary": "This section details the financial performance of the Cloud Intelligence Group for the six months ended September 30, 2025. It reports a segment revenue of RMB73,222 million (a 30% increase year-over-year) driven by public cloud growth and AI adoption. 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Additionally, it notes an adjusted EBITA loss of RMB4,785 million, driven by increased investment in technology businesses but mitigated by improved results from Freshippo, Hujing Digital Media and Entertainment Group, and Alibaba Health.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Six Months Ended September Other Financial Results", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results", - "level": 3, - "summary": "This page presents a financial table titled 'Six Months Ended September Other Financial Results,' detailing costs and expenses for the periods ending September 30, 2024, and 2025. The data is broken down into three main sections: total costs and expenses, share-based compensation expense, and costs excluding share-based compensation. 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The increase is primarily attributed to increased investment in technology development.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Sales and marketing expenses", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Sales and marketing expenses", - "level": 4, - "summary": "The section details the sales and marketing expenses for the six months ended September 30, 2025, which amounted to RMB119,674 million (US$16,811 million), representing 24.2% of revenue. This is compared to RMB65,167 million (13.6% of revenue) in the same period of 2024. The increase is primarily attributed to investments in user experiences for Alibaba China E-commerce Group.", - "chunk_count": 1, - "children": [] - }, - { - "title": "General and administrative expenses", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/General and administrative expenses", - "level": 4, - "summary": "The section details the General and administrative expenses for the six months ended September 30, 2025, which amounted to RMB14,778 million (US$2,076 million), representing 3.0% of revenue. This is a decrease from RMB23,057 million (4.8% of revenue) in the same period of 2024. The text notes that without share-based compensation expense, the percentage would have decreased from 4.3% to 2.6%. The primary reasons cited for the decrease are a one-time provision for shareholder class action lawsuits in the prior year and improved cost control measures.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Share-based compensation expense", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Share-based compensation expense", - "level": 4, - "summary": "This section details the total share-based compensation expense for the six months ended September 30, 2025, which was RMB6,870 million (US$965 million), compared to RMB8,277 million in the same period of 2024. It includes a table breaking down this expense by type of award ('Alibaba Group share-based awards' and 'Others') for both 2024 and 2025, showing values in RMB and US$, along with the year-over-year percentage change.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Amortization and impairment of intangible assets", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Amortization and impairment of intangible assets", - "level": 4, - "summary": "The section details the amortization and impairment of intangible assets for the six months ended September 30, 2025. It reports a total expense of RMB1,633 million (US$229 million), representing a 53% decrease from RMB3,441 million in the same period of 2024. This reduction is primarily attributed to the full amortization of certain intangible assets.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Income from operations and operating margin", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Income from operations and operating margin", - "level": 4, - "summary": "The section titled 'Income from operations and operating margin' reports that income from operations for the six months ended September 30, 2025, was RMB40,353 million (US$5,668 million), representing 8% of revenue. This marks a 43% decrease compared to RMB71,235 million (15% of revenue) in the same period of 2024, primarily due to a decrease in adjusted EBITA.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Adjusted EBITDA and Adjusted EBITA", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Adjusted EBITDA and Adjusted EBITA", - "level": 4, - "summary": "This section reports that Adjusted EBITDA decreased 36% year-over-year to RMB62,991 million and Adjusted EBITA decreased 44% year-over-year to RMB47,917 million for the six months ended September 30, 2025. The decline in Adjusted EBITA is attributed to investments in quick commerce, user experiences, and technology, which were partially offset by revenue growth in Alibaba China E-commerce Group, Cloud business improvements, and enhanced operating efficiencies.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Adjusted EBITA by segment", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Adjusted EBITA by segment", - "level": 4, - "summary": "The section titled 'Adjusted EBITA by segment' states that the detailed breakdown of Adjusted EBITA by segment, along with a reconciliation of income from operations to adjusted EBITA, is located in the previously mentioned section titled 'Six Months Ended September Segment Results'.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Interest and investment income, net", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Interest and investment income, net", - "level": 4, - "summary": "The section details the 'Interest and investment income, net' for the six months ended September 30, 2025. It reports an increase of 119% to RMB37,468 million (US$5,263 million) compared to the same period in 2024. The growth is attributed to mark-to-market changes from equity investments, gains from the disposal of Trendyol's local consumer service business, and a decrease in impairment of investments. A note clarifies that these investment gains and losses were excluded from non-GAAP net income.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Other (expense) income, net", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Other (expense) income, net", - "level": 4, - "summary": "The section titled \"Other (expense) income, net\" reports that for the six months ended September 30, 2025, the company recorded an income of RMB1,329 million (US$187 million), a significant turnaround from an expense of RMB1,221 million in the same period of 2024. This change was primarily driven by a decrease in net exchange losses resulting from fluctuations between the Renminbi and U.S. dollar.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Income tax expenses", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Income tax expenses", - "level": 4, - "summary": "The section reports income tax expenses for the six months ended September 30, 2025, amounting to RMB14,415 million (US$2,024 million), compared to RMB17,442 million in the same period of 2024.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Share of results of equity method investees", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Share of results of equity method investees", - "level": 4, - "summary": "This section details the share of results from equity method investees for the six months ended September 30, 2025, reporting a total of RMB3,254 million (US$457 million), which represents a 31% increase compared to the same period in 2024. It includes a table breaking down the share of profit or loss by 'Ant Group' and 'Others', along with impairment losses and other adjustments. The text further explains that the recording of these results occurs one quarter in arrears and attributes changes in financial performance to factors such as investments in new growth initiatives.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Net income and Non-GAAP net income", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income and Non-GAAP net income", - "level": 4, - "summary": "This section details the company's net income and non-GAAP net income for the six months ended September 30, 2025. Net income was RMB62,994 million (US$8,849 million), a decrease from the prior year period, primarily due to lower income from operations but offset by mark-to-market changes on equity investments and gains from business disposals. Non-GAAP net income was RMB43,862 million (US$6,161 million), representing a 43% decrease compared to the same period in 2024, driven by investments in quick commerce and technology, partly offset by revenue growth in Alibaba China E-commerce Group and Cloud business.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Net income attributable to ordinary shareholders", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net income attributable to ordinary shareholders", - "level": 4, - "summary": "The section details the net income attributable to ordinary shareholders for the six months ended September 30, 2025, which was RMB64,106 million (US$9,005 million), a decrease from RMB68,143 million in the same period of 2024. The decline is primarily attributed to decreased income from operations, partially offset by mark-to-market changes on equity investments, gains from disposing of the local consumer service business Trendyol, and reduced impairment losses and net exchange losses.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Diluted earnings per ADS/share and non-GAAP diluted earnings per ADS/share", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Diluted earnings per ADS∕share and non-GAAP diluted earnings per ADS∕share", - "level": 4, - "summary": "This section details the diluted earnings per ADS/share and non-GAAP diluted earnings per ADS/share for the six months ended September 30, 2025. It reports a decrease in both GAAP and non-GAAP metrics compared to the same period in 2024. The text also provides corresponding figures for diluted earnings per ordinary share and notes that each ADS represents eight ordinary shares.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Cash and cash equivalents, short-term investments and other treasury investments", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Cash and cash equivalents, short-term investments and other treasury investments", - "level": 4, - "summary": "This page details the financial performance of a company for the six months ended September 30, 2025. It covers net income attributable to ordinary shareholders, diluted earnings per ADS/share (both GAAP and non-GAAP), and cash flow metrics including free cash flow. The text also explains changes in cash and treasury investments, attributing decreases to factors like dividend payments and share repurchases.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Net cash provided by operating activities and free cash flow", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash provided by operating activities and free cash flow", - "level": 4, - "summary": "This section details the financial performance regarding net cash provided by operating activities and free cash flow for the six months ended September 30, 2025. It reports that net cash from operating activities was RMB30,771 million (US$4,322 million), a 53% decrease compared to the same period in 2024. Additionally, it describes free cash flow as a non-GAAP liquidity measure, noting an outflow of RMB40,655 million (US$5,711 million) for the current period versus an inflow of RMB31,107 million in 2024. The text attributes the decrease in free cash flow primarily to increased cloud infrastructure expenditure and investments in quick commerce.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Net cash used in investing activities", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash used in investing activities", - "level": 4, - "summary": "The section details the net cash used in investing activities for the six months ended September 30, 2025. It reports a total outflow of RMB51,324 million (US$7,209 million), primarily driven by capital expenditures of RMB70,177 million and an increase in short-term investments. These outflows were partially offset by a net cash inflow of RMB29,710 million from investment and acquisition activities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Net cash provided by financing activities", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Net cash provided by financing activities", - "level": 4, - "summary": "The section details the net cash provided by financing activities for the six months ended September 30, 2025. It reports a total of RMB8,171 million (US$1,148 million), primarily driven by proceeds from convertible unsecured senior notes, bank borrowings, and exchangeable bonds. These inflows were offset by payments for capped call transactions, dividend payments, and the repurchase of ordinary shares.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Employees", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/MANAGEMENT DISCUSSION AND ANALYSIS/Six Months Ended September Other Financial Results/Employees", - "level": 4, - "summary": "The section titled 'Employees' reports the total number of employees as of September 30, 2025 (126,661) and compares it to the count from March 31, 2025 (124,320).", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures", - "level": 2, - "summary": "The page displays a financial table titled 'Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures'. It details the reconciliation of net income to adjusted EBITA and adjusted EBITDA for the six months ended September 30, 2024, and 2025. The data is presented in millions of RMB and US dollars.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures (Continued)", - "level": 2, - "summary": "This section presents three reconciliation tables detailing the conversion of U.S. GAAP financial measures to non-GAAP measures for the six months ended September 30, 2024 and 2025. The first table reconciles net income to non-GAAP net income, accounting for adjustments such as share-based compensation and impairment losses. The second table reconciles diluted earnings per share (and ADS) to non-GAAP diluted earnings per share (and ADS), incorporating adjustments for interest expense and noncontrolling interests. The third table reconciles net cash provided by operating activities to free cash flow by deducting purchases of property and equipment and changes in buyer protection fund deposits.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Non-GAAP Financial Measures", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures", - "level": 2, - "summary": "This page details the company's Non-GAAP Financial Measures, explaining the rationale for using metrics such as adjusted EBITDA, adjusted EBITA, non-GAAP net income, and free cash flow to supplement GAAP financial statements. It defines these terms by listing specific adjustments made to net income, such as excluding share-based compensation and amortization, and notes that these measures are not standardized under U.S. GAAP.", - "chunk_count": 12, - "children": [ - { - "title": "Non-GAAP diluted earnings per share", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Non-GAAP diluted earnings per share", - "level": 3, - "summary": "The section defines 'Non-GAAP diluted earnings per share' as non-GAAP net income attributable to ordinary shareholders divided by the weighted average number of outstanding ordinary shares. It also defines 'Non-GAAP diluted earnings per ADS' as the adjusted figure after accounting for the ordinary share-to-ADS ratio.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Free cash flow", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Free cash flow", - "level": 3, - "summary": "The section titled 'Free cash flow' defines the metric as net cash provided by operating activities, adjusted to exclude purchases of property and equipment (specifically excluding land use rights and construction for office campuses) and intangible assets. It also details the exclusion of buyer protection fund deposits from merchants to provide transparency into revenue-generating operations. The text explains that these exclusions are made because office campus costs are administrative rather than operational and buyer protection funds are restricted for compensating buyers.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Other Financial Information", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Other Financial Information", - "level": 3, - "summary": "This page details the company's liquidity and capital resources, highlighting cash generation from operations for the six months ended September 30, 2024 and 2025. It outlines current cash holdings, investment types, and future funding needs related to strategic opportunities like technology investments. The text also describes recent financial activities, including the issuance of zero coupon exchangeable bonds and convertible senior notes in 2025, as well as amendments to syndicated loan facilities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Significant Investments", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Significant Investments", - "level": 3, - "summary": "The section details the Group's significant investment in Ant Group, a provider of digital payment and financial services. As of September 30, 2025, the Group held a 33% equity interest on a fully diluted basis and received dividends totaling RMB3,293 million (US$463 million) during the six months ended that date. The text confirms no other significant investments were held as of that date.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Material Investments, Acquisitions and Dispositions", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Material Investments, Acquisitions and Dispositions", - "level": 3, - "summary": "The section details the Group's material investments, acquisitions, and dispositions for the six months ended September 30, 2025. The primary event described is the disposal of an 85% equity interest in Trendyol GO, a wholly-owned subsidiary operating in Türkiye. This transaction was completed during the period with a cash consideration of approximately US$0.7 billion (RMB5 billion). The text also notes that aside from this disposal, there were no detailed future plans for material investments or capital assets as of the report date.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Pledge of Assets", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Pledge of Assets", - "level": 3, - "summary": "The section details the collateralization of the Group's bank borrowings and payables. Bank borrowings are secured by buildings, property improvements, construction in progress, land use rights in the PRC, receivables, and treasury investments with carrying values of RMB30,213 million (March 31, 2025) and RMB25,417 million (September 30, 2025). Additionally, certain payables are collateralized by short-term and other treasury investments valued at RMB3,697 million and RMB4,155 million for the respective dates.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Foreign Exchange Risk", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Foreign Exchange Risk", - "level": 3, - "summary": "The section explains that foreign currency risk stems from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations. It notes that while the company operates in various countries, most revenue-generating and expense-related transactions are denominated in Renminbi (RMB), which serves as the functional currency for major operating subsidiaries and the reporting currency for financial statements. The company engages in hedging activities when appropriate to manage exchange rate risk.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Contingent Liabilities", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Contingent Liabilities", - "level": 3, - "summary": "The section states that as of September 30, 2025, the Group had no material contingent liabilities, save for those disclosed in the Interim Report.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Capital Expenditure and Capital Commitment", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Capital Expenditure and Capital Commitment", - "level": 3, - "summary": "This section details the Group's capital expenditures and commitments. Expenditures primarily relate to computer equipment, data centers for Cloud business, mobile platforms, logistics infrastructure, and corporate campuses. Capital expenditures totaled RMB29,585 million for the six months ended September 30, 2024, and RMB70,177 million (US$9,858 million) for the same period in 2025. Capital commitments, mainly for property and equipment including corporate campuses, amounted to RMB45,321 million as of March 31, 2025, and RMB29,483 million (US$4,141 million) as of September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Remuneration Policy", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Remuneration Policy", - "level": 3, - "summary": "The section outlines Alibaba Group's remuneration policy, which is periodically reviewed to ensure competitiveness. It covers discretionary bonuses and long-term incentives based on performance, as well as learning and training programs for employee development. Additionally, it details the mandatory government-defined contribution plans (housing, pension, medical, etc.) required for subsidiaries in the PRC, alongside commercial insurance and tailored benefit programs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Subsequent Events", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Non-GAAP Financial Measures/Subsequent Events", - "level": 3, - "summary": "This page details Alibaba Group's employee benefit plans, including defined contribution and benefit plans for subsidiaries outside the PRC. It outlines share-based awards such as restricted share units and stock options available to directors, employees, and consultants under equity incentive plans. The 'Subsequent Events' section states that no significant events affecting Alibaba Group have occurred since September 30, 2025.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "DIRECTORS AND CHIEF EXECUTIVE OFFICER", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER", - "level": 2, - "summary": "", - "chunk_count": 15, - "children": [ - { - "title": "Biographical Information", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information", - "level": 3, - "summary": "This page details the Directors and Chief Executive Officer of a company, presenting a table that lists their names, ages, and positions. It also provides biographical information for Joseph C. TSAI and Eddie Yongming WU, outlining their professional history, roles within the company, and educational backgrounds.", - "chunk_count": 9, - "children": [ - { - "title": "J. Michael EVANS", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/J. Michael EVANS", - "level": 4, - "summary": "This section details the professional biography of J. Michael Evans, who has served as president since August 2015 and director since September 2014. It outlines his extensive career at Goldman Sachs, including roles as vice chairman, chairman of Asia operations, and global head of Growth Markets. The text also mentions his board memberships with the Asia Society and Princeton University's Bendheim Center for Finance, as well as his educational background.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Maggie Wei WU (武衛)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Maggie Wei WU (武衛)", - "level": 4, - "summary": "This section details the professional biography of Maggie Wei WU, who has served as a director since September 2020. It outlines her tenure as Chief Financial Officer and Head of Strategic Investments at Alibaba.com from 2013 to 2022, her prior role as an audit partner at KPMG in Beijing, and her educational background from Capital University of Economics and Business.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Jerry YANG (楊致遠)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Jerry YANG (楊致遠)", - "level": 4, - "summary": "The section details the professional background of Jerry YANG (楊致遠), who has served as a director since September 2014 and previously from October 2005 to January 2012. It highlights his role as a co-founder of Yahoo! Inc., where he held positions including Chief Yahoo!, CEO, and board member. The text also lists his tenure as an independent director for Cisco Systems, Inc., Lenovo Group Limited, and Workday Inc., as well as his current position as founding partner of AME Cloud Ventures. Additionally, it mentions his educational background in electrical engineering from Stanford University and his service on Stanford's board of Trustees.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Wan Ling MARTELLO", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Wan Ling MARTELLO", - "level": 4, - "summary": "This section details the professional biography of Wan Ling MARTELLO, who has served as a director since September 2015. It outlines her current role as a founding partner of BayPine and her past executive positions at Nestlé SA, Walmart Stores Inc., NCH Marketing Services Inc., Borden Foods Corporation, and Kraft Inc. The text also lists her educational background from the University of Minnesota and the University of the Philippines.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Weijian SHAN (單偉建)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Weijian SHAN (單偉建)", - "level": 4, - "summary": "This section details the professional biography of Weijian SHAN, who has been a director since March 2022. It outlines his current role as executive chairman and co-founder of PAG, his past partnership at TPG (formerly Newbridge Capital), his tenure as managing director at JP Morgan, and his academic background including degrees from UC Berkeley, University of San Francisco, and Beijing Institute of Foreign Trade.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Irene Yun-Lien LEE (利蘊蓮)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Irene Yun-Lien LEE (利蘊蓮)", - "level": 4, - "summary": "This section details the biography and professional background of Irene Yun-Lien LEE (利蘊蓮), who has been a director since August 2022. It outlines her role as executive chairman of Hysan Development Limited, her extensive board memberships in Hong Kong, Singapore, UK, and Australia (including Hang Seng Bank Limited and HSBC Holding plc), and her career in financial services at institutions like Citibank and the Commonwealth Bank of Australia. The text also mentions her educational qualifications from Smith College and her honorary degree from the Chinese University of Hong Kong.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Albert Kong Ping NG (吳港平)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Albert Kong Ping NG (吳港平)", - "level": 4, - "summary": "[SAME-AS Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Weijian SHAN (單偉建) p28]", - "chunk_count": 1, - "children": [] - }, - { - "title": "Kabir MISRA", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Biographical Information/Kabir MISRA", - "level": 4, - "summary": "This section details the professional background of Kabir MISRA, who has been a director since September 2020 and was redesignated as an independent director in February 2023. It outlines his current role as managing partner at RPS Ventures in Palo Alto, CA, and his previous tenure at SoftBank Investment Advisors and SoftBank Capital from 2006 to 2022.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Board Committees", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees", - "level": 3, - "summary": "", - "chunk_count": 6, - "children": [ - { - "title": "Audit Committee", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Audit Committee", - "level": 4, - "summary": "The Audit Committee section lists the current members of the committee: Albert Ng, Wan Ling Martello, and Weijian Shan. It also identifies Mr. Ng as the chairman of the audit committee.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Compensation Committee", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Compensation Committee", - "level": 4, - "summary": "The Compensation Committee section lists the current members of the committee: Jerry Yang, Albert Ng, and Kabir Misra. It also identifies Mr. Yang as the chairman of the committee.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Nominating and Corporate Governance Committee", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Nominating and Corporate Governance Committee", - "level": 4, - "summary": "The section titled 'Nominating and Corporate Governance Committee' outlines the composition of this specific board committee. It states that the committee currently consists of Irene Lee and Jerry Yang, with Ms. Lee serving as the chairman.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Sustainability Committee", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Sustainability Committee", - "level": 4, - "summary": "The Sustainability Committee currently consists of Jerry Yang, Joe Tsai, and Maggie Wu. Mr. Yang serves as the chairman of this committee.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Compliance and Risk Committee", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Compliance and Risk Committee", - "level": 4, - "summary": "The Compliance and Risk Committee section lists the current members of the committee: Irene Lee, Albert Ng, Kabir Misra, and J. Michael Evans. It also identifies Ms. Lee as the chairman of this committee.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Capital Management Committee", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DIRECTORS AND CHIEF EXECUTIVE OFFICER/Board Committees/Capital Management Committee", - "level": 4, - "summary": "The section titled 'Capital Management Committee' outlines the composition of this specific board committee. It states that the committee currently consists of Joe Tsai, Eddie Wu, J. Michael Evans, and Maggie Wu, with Mr. Tsai serving as the chairman.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "DISCLOSURE OF INTERESTS", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DISCLOSURE OF INTERESTS", - "level": 2, - "summary": "This page, titled 'DISCLOSURE OF INTERESTS', outlines the scope of information regarding shareholdings and short positions. It details that tables will follow to disclose interests held by directors and chief executive officers, as well as other persons (including substantial shareholders), in accordance with Part XV of the SFO and the Model Code. The text also notes that information on persons other than directors was obtained from publicly available sources like the Hong Kong Stock Exchange website. The page displays a table titled 'Directors and Chief Executive Officer' detailing the 'Interest in our Company'. It lists various directors and executives, their capacity of interest (such as beneficial owner or spouse), and the number of shares/ADSs held. The table includes columns for the number of underlying shares, ADSs, and the approximate percentage of shareholding. Key individuals like Joseph C. TSAI and Eddie Yongming WU have significant holdings, while others hold smaller amounts. The page details the share interests of specific individuals and entities, including Mr. Joseph C. TSAI, Mr. Eddie Yongming WU, Mr. J. Michael EVANS, and Ms. Maggie Wei WU. It lists the number of shares held directly or through trusts and companies like Clara Tsai Foundation Limited and Parufam Limited. The text concludes with a statement that as of September 30, 2025, no other directors or chief executive officers had any interest in the company's shares.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Substantial Shareholders", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/Substantial Shareholders", - "level": 2, - "summary": "This section details the substantial shareholders of the company as of September 30, 2025. It presents a table listing JPMorgan Chase & Co., Citigroup Inc., and BlackRock, Inc., along with their capacity or nature of interest (e.g., beneficial owner, trustee, approved lending agent) and the number of shares/underlying ADSs held. The notes provide further breakdowns of these holdings by position type (long, short, lending pool) and instrument type (direct, derivatives).", - "chunk_count": 2, - "children": [] - }, - { - "title": "EQUITY INCENTIVE PLANS", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS", - "level": 2, - "summary": "", - "chunk_count": 4, - "children": [ - { - "title": "The 2014 Plan", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS/The 2014 Plan", - "level": 3, - "summary": "This section details the movements of share options under the 2014 Plan during the Reporting Period. It includes a table listing grants to directors, chief executive officers, and other participants, showing data on exercise prices, outstanding shares as of April 1, 2025, exercised options, lapsed/forfeited options, and underlying shares as of September 30, 2025. The section concludes with notes explaining vesting periods, exercisability windows, and weighted average closing prices of ADSs traded on the NYSE.", - "chunk_count": 2, - "children": [] - }, - { - "title": "The 2024 Plan", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS/The 2024 Plan", - "level": 3, - "summary": "This page details 'The 2024 Plan', a share-based incentive scheme approved in August 2024 to attract and retain employees and directors. It outlines the number of shares available for grant as of April 1, 2025, and September 30, 2025. The page includes a table tracking movements of Restricted Share Units (RSUs) during the reporting period, showing grants, vesting, and lapses for employee participants. Notes clarify that RSUs have no purchase price, vest over up to 6 years, and reference the Hong Kong Stock Exchange for share pricing.", - "chunk_count": 1, - "children": [] - }, - { - "title": "The 2024 Plan (Existing Shares)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/EQUITY INCENTIVE PLANS/The 2024 Plan (Existing Shares)", - "level": 3, - "summary": "This page outlines the '2024 Plan (Existing Shares)', a share incentive scheme approved by the company's board in August 2024. The plan aims to attract, motivate, and retain employees, directors, and service providers through restricted share units, stock options, and other equity-based awards funded by existing shares rather than new issuances. It notes that while the plan does not constitute a new issuance under Chapter 17 of the Hong Kong Listing Rules, it remains subject to specific disclosure requirements.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "PURCHASE, SALE OR REDEMPTION OF OUR COMPANY'S LISTED SECURITIES", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/PURCHASE, SALE OR REDEMPTION OF OUR COMPANY'S LISTED SECURITIES", - "level": 2, - "summary": "This page details the company's purchase, sale, or redemption of listed securities during a reporting period. It primarily focuses on the repurchase of 73 million shares on the NYSE for an aggregate consideration of US$1.0 billion. A table provides a monthly breakdown from April to August 2025, listing the number of underlying ADSs repurchased, the highest and lowest prices paid per share, and the total aggregate consideration in millions of US dollars. The text also notes that all repurchased shares were cancelled and confirms no other securities were purchased or sold on the Hong Kong Stock Exchange or NYSE.", - "chunk_count": 1, - "children": [] - }, - { - "title": "OTHER INFORMATION", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION", - "level": 2, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "Corporate Governance", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance", - "level": 3, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Compliance with the Corporate Governance Code", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance/Compliance with the Corporate Governance Code", - "level": 4, - "summary": "The section states that the Company and its directors have complied with all applicable code provisions set out in Part 2 of Appendix C1 to the Hong Kong Listing Rules for the six months ended September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Compliance with the Model Code", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Corporate Governance/Compliance with the Model Code", - "level": 4, - "summary": "The section details the Company's adoption of trading guidelines that meet or exceed the standards set out in the Model Code (Appendix C3 to the Hong Kong Listing Rules) to regulate securities dealings by directors and relevant employees. It confirms that, following specific enquiries, all directors have complied with these guidelines for the six months ended September 30, 2025.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Audit Committee Review", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Audit Committee Review", - "level": 3, - "summary": "This section outlines the responsibilities of the Audit Committee, including overseeing financial reporting, evaluating the independent auditor, assessing internal controls, and reviewing reports. It concludes by stating that the committee has reviewed the unaudited condensed consolidated interim financial statements for the six months ended September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Use of Proceeds from the Notes Offerings", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/OTHER INFORMATION/Use of Proceeds from the Notes Offerings", - "level": 3, - "summary": "This section details the 'September 2025 Notes Offering', a private offering of US$3.168 billion in Zero Coupon Convertible Senior Notes due 2032. It outlines the use of net proceeds for general corporate purposes, specifically allocating approximately 80% to enhancing cloud infrastructure and 20% to expanding international commerce operations. The text provides financial specifics including capped call transactions, conversion rates, maturity dates (September 15, 2032), and initial conversion prices. A table summarizes the utilization of these net proceeds as of September 30, 2025, showing amounts allocated versus utilized for each purpose.", - "chunk_count": 2, - "children": [] - } - ] - }, - { - "title": "DEFINITIONS", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS", - "level": 2, - "summary": "", - "chunk_count": 61, - "children": [ - { - "title": "Conventions that apply to this Interim Report", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Conventions that apply to this Interim Report", - "level": 3, - "summary": "This section defines key terms and conventions used throughout the Interim Report. It specifies meanings for various equity incentive plans (2014 Plan, 2024 Plan), share classes (ADS, Shares), corporate governance documents (Articles, Model Code), regulatory bodies (SEC, SFO), and financial reporting periods. The definitions clarify references to Alibaba Group Holding Limited, its board of directors, and specific stock exchanges like the NYSE and Hong Kong Stock Exchange.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Introduction", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Introduction", - "level": 3, - "summary": "The section introduces a review of interim financial information for Alibaba Group Holding Limited and its subsidiaries as of September 30, 2025. It outlines the scope of the reviewed documents (balance sheet, income statement, etc.), states that the preparation is in accordance with U.S. GAAP, and clarifies the auditors' responsibility to report solely to the Board of Directors.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Scope of Review", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Scope of Review", - "level": 3, - "summary": "The section outlines the review process conducted in accordance with International Standard on Review Engagements 2410. It explains that a review involves making inquiries and applying analytical procedures, which is substantially less in scope than an audit. Consequently, the reviewers do not express an audit opinion.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Conclusion", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Conclusion", - "level": 3, - "summary": "The 'Conclusion' section states that based on the review, nothing has come to the auditors' attention causing them to believe that the interim financial information of the Group is not prepared, in all material respects, in accordance with U.S. GAAP.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Assets", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Assets", - "level": 3, - "summary": "The 'Assets' section of the Unaudited Condensed Consolidated Balance Sheets for Alibaba Group Holding Limited as of March 31, 2025, and September 30, 2025. It details current assets (including cash, short-term investments, and receivables) and non-current assets (such as equity securities, property, equipment, intangible assets, and goodwill), culminating in a total asset value.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Liabilities, mezzanine equity and shareholders’ equity", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/Liabilities, mezzanine equity and shareholders’ equity", - "level": 3, - "summary": "This section details the liabilities, mezzanine equity, and shareholders' equity for Alibaba Group Holding Limited as of March 31, 2025, and September 30, 2025. It presents a breakdown of current and non-current liabilities, including bank borrowings, tax payables, and various notes and bonds. The section also outlines the components of shareholders' equity, such as ordinary shares, additional paid-in capital, retained earnings, and noncontrolling interests, culminating in the total equity figure.", - "chunk_count": 5, - "children": [] - }, - { - "title": "1. Organization and principal activities", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/1. Organization and principal activities", - "level": 3, - "summary": "This section describes Alibaba Group Holding Limited as a Cayman Islands holding company incorporated in 1999. It outlines the company's principal activities, which involve providing technology infrastructure and marketing reach to merchants and businesses through its various groups (Alibaba China E-commerce, International Digital Commerce, Cloud Intelligence). The text also details the company's stock listings on the New York Stock Exchange (NYSE) under the symbol 'BABA' and the Hong Kong Stock Exchange (HKSE) under codes '9988' and '89988'.", - "chunk_count": 1, - "children": [] - }, - { - "title": "2. Summary of significant accounting policies", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies", - "level": 3, - "summary": "This section outlines the basis of presentation for Alibaba Group Holding Limited's unaudited condensed consolidated financial statements. It states that the statements are prepared in accordance with U.S. GAAP and Hong Kong Listing Rules, noting they do not include all disclosures required for a complete set of financial statements. The text also mentions that these interim results should be read in conjunction with the audited statements for the year ended March 31, 2025, and details the translation of balances from RMB to US$ using an exchange rate of US$1.00=RMB7.1190 as of September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "2. Summary of significant accounting policies (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)", - "level": 3, - "summary": "", - "chunk_count": 6, - "children": [ - { - "title": "(b) Use of estimates", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(b) Use of estimates", - "level": 4, - "summary": "The section explains that preparing the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions affecting reported assets, liabilities, contingent items, revenue, and expenses. These estimates are based on historical experience and other reasonable assumptions used to determine carrying values.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(c) Consolidation", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(c) Consolidation", - "level": 4, - "summary": "This section outlines the consolidation policies for Alibaba Group Holding Limited, explaining that the financial statements include the Company and its subsidiaries (WFOEs) and variable interest entities (VIEs). It details how intercompany transactions are eliminated and how results of acquired or disposed subsidiaries are recorded. The section also presents a table with financial information for consolidated VIEs and their subsidiaries, including assets, liabilities, revenue, net income, and cash flows as of March 31, 2025, September 30, 2025, and for the six months ended September 30, 2024 and 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(d) Derivatives and hedging", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(d) Derivatives and hedging", - "level": 4, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Cash flow hedges", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(d) Derivatives and hedging/Cash flow hedges", - "level": 5, - "summary": "This section details the accounting policy for cash flow hedges, specifically focusing on interest rate swaps used to hedge against interest rate risk associated with forecasted payments and obligations. It explains that changes in fair value are recognized in accumulated other comprehensive income and reclassified into earnings when the hedged transaction affects earnings. The text also notes the election of optional expedients under ASC 848 'Reference Rate Reform' regarding existing interest rate swaps.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Net investment hedges", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(d) Derivatives and hedging/Net investment hedges", - "level": 5, - "summary": "This section details the company's accounting policies for net investment hedges. It explains that cross currency swap (CCS) contracts and RMB-denominated senior notes are used to hedge foreign currency risk associated with investments in PRC subsidiaries. The text describes how changes in fair value due to spot exchange rate fluctuations are recognized in accumulated other comprehensive income, while excluding certain components from effectiveness assessments. It also notes a loss of RMB1,279 million recognized in accumulated other comprehensive income for the six months ended September 30, 2025.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "(e) Borrowings", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(e) Borrowings", - "level": 4, - "summary": "The section details the accounting policies for borrowings, which include bank borrowings, unsecured senior notes, convertible unsecured senior notes, and exchangeable bonds. It explains that these are recognized initially at fair value net of fees and costs, with related accretion recorded as interest expense using the effective interest method. Additionally, it specifies that convertible unsecured senior notes are accounted for entirely as liabilities without separate accounting for the conversion feature under ASC 815, while exchangeable bonds are accounted for under the fair value option.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(f) Recent accounting pronouncements", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/2. Summary of significant accounting policies (Continued)/(f) Recent accounting pronouncements", - "level": 4, - "summary": "The section details recent accounting pronouncements issued by the Financial Accounting Standards Board (FASB) in 2025. It describes four specific Accounting Standards Updates (ASUs): ASU 2025-05 regarding credit losses for accounts receivable, ASU 2025-06 concerning internal-use software, ASU 2025-08 on purchased loans, and ASU 2025-09 covering hedge accounting improvements. For each update, the text outlines the scope of the amendments, effective dates ranging from 2027 to 2029, and notes that the company is evaluating the impact of adoption.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "3. Significant mergers and acquisitions, investments and dispositions", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/3. Significant mergers and acquisitions, investments and dispositions", - "level": 3, - "summary": "This page contains a section from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, covering the six months ended September 30, 2024 and 2025. It details the 'Disposal of Trendyol GO', describing an agreement in May 2025 to sell 85% of the equity interest in Trendyol GO, a subsidiary operating in Türkiye. The text specifies the cash consideration received (US$0.7 billion) and records a gain of approximately RMB6 billion arising from this disposal.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4. Revenue", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/4. Revenue", - "level": 3, - "summary": "This page presents the Revenue breakdown by segment for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It features a table detailing revenue figures in millions of RMB across various business groups, including Alibaba China E-commerce Group, Alibaba International Digital Commerce Group, Cloud Intelligence Group, and All others. The document also includes footnotes (i through ix) explaining the specific sources of revenue for each category, such as Tmall Supermarket, Taobao Instant Commerce, AliExpress, and Cainiao.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4. Revenue (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/4. Revenue (Continued)", - "level": 3, - "summary": "This page contains Note 4 (Revenue Continued) from the Notes to Unaudited Condensed Consolidated Financial Statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It details a reclassification of revenue by segment and presents a table showing 'Revenue by type' in RMB millions for the years 2024 and 2025. The table breaks down revenue into categories such as Customer management services, Logistics services, Cloud services, and Sales of goods, with total revenues of 479,739 million RMB for 2024 and 495,447 million RMB for 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "5. Income tax expenses", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/5. Income tax expenses", - "level": 3, - "summary": "This section details the composition of income tax expenses for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It presents a table showing current income tax expense and deferred taxation in RMB millions, totaling 17,442 million for 2024 and 14,415 million for 2025. The text notes effective tax rates of 21% and 19% respectively. It further describes the tax status of major subsidiaries (Alibaba China, Taobao China, Tmall China, etc.) qualified as High and New Technology Enterprises subject to a 15% EIT rate, while other PRC entities are subject to a 25% rate.", - "chunk_count": 1, - "children": [] - }, - { - "title": "6. Share-based compensation expense by function", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/6. Share-based compensation expense by function", - "level": 3, - "summary": "This section details the share-based compensation expense allocated by function for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The table breaks down expenses into four categories: Cost of revenue, Product development expenses, Sales and marketing expenses, and General and administrative expenses, with amounts presented in millions of RMB.", - "chunk_count": 1, - "children": [] - }, - { - "title": "7. Earnings per share/ADS", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/7. Earnings per share∕ADS", - "level": 3, - "summary": "This page contains Note 7 from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, covering the six months ended September 30, 2024 and 2025. It details the methodology for calculating basic and diluted earnings per share (EPS) and ADS, explaining adjustments for dilutive securities like share-based awards and convertible notes. A table presents the computation of net income per ordinary share and per ADS in RMB, showing a basic EPS of 3.58 for 2024 and 3.45 for 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "8. Equity securities and other investments", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments", - "level": 3, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Equity securities", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments/Equity securities", - "level": 4, - "summary": "This section details the financial data for equity securities of Alibaba Group Holding Limited. It includes tables showing the original cost, cumulative net gains/losses, and carrying value as of March 31, 2025, and September 30, 2025, broken down into listed equity securities and investments in privately held companies. The text further explains that net unrealized gains on these securities were recognized in interest and investment income. It also describes investments in privately held companies accounted for using the measurement alternative, providing specific figures for carrying values, cumulative upward adjustments, and cumulative impairments.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Debt investments", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments/Debt investments", - "level": 4, - "summary": "The section titled 'Debt investments' details the financial composition of debt-related assets, specifically convertible and exchangeable bonds accounted for under the fair value option. It provides data on the aggregate fair value and unpaid principal balance as of March 31 and September 30, 2025, along with the unrealized losses recorded in the income statements for the six months ended September 30, 2024 and 2025.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "8. Equity securities and other investments (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/8. Equity securities and other investments (Continued)", - "level": 3, - "summary": "This section details the accounting for debt investments, including allowance for credit losses and impairment loss reversals as of September 30, 2024 and 2025. It describes loans provided to shareholders of equity method investees, noting that repayment is expected through collateral sales and providing fair value estimates for said collateral. The text also states that carrying amounts approximate fair value due to similar interest rates and lists other treasury investments such as fixed deposits and marketable debt securities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "9. Fair value measurement", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/9. Fair value measurement", - "level": 3, - "summary": "Section 9 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction. It outlines a three-level hierarchy for inputs used in valuation methodologies: Level 1 (unadjusted quoted prices), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs requiring significant judgment). The section further details specific valuation approaches for listed equity investments, unlisted equity investments, financial instruments like interest rate swaps, convertible bonds, contingent consideration, and privately held companies.", - "chunk_count": 1, - "children": [] - }, - { - "title": "9. Fair value measurement (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/9. Fair value measurement (Continued)", - "level": 3, - "summary": "This page contains Note 9 of the Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, detailing fair value measurements as of March 31, 2025, and September 30, 2025. The content consists of two tables categorizing assets and liabilities into Level 1, Level 2, and Level 3 of the fair value hierarchy, with all figures presented in millions of RMB.", - "chunk_count": 1, - "children": [] - }, - { - "title": "10. Intangible assets, net", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/10. Intangible assets, net", - "level": 3, - "summary": "This page contains Notes to the Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It details fair value measurements, specifically listing convertible and exchangeable bonds investments and deferred consideration categorized within Level 3 of the fair value hierarchy with corresponding RMB amounts. Additionally, it provides a breakdown of intangible assets, net, including user base, trade names, and technology patents as of March 31 and September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "11. Goodwill", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/11. Goodwill", - "level": 3, - "summary": "Section 11 details the changes in the carrying amount of goodwill by segment for Alibaba Group Holding Limited for the six months ended September 30, 2025. It includes a table showing balances as of April 1, 2025, and September 30, 2025, along with segment changes, additions, and foreign currency translation adjustments across various business groups (e.g., Alibaba China E-commerce, Cloud Intelligence). The section also states gross goodwill balances and accumulated impairment losses as of March 31 and September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "12. Supplier Finance Programs", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/12. Supplier Finance Programs", - "level": 3, - "summary": "This section details the Company's supplier finance programs, where suppliers can sell payment obligations to financial institutions for early funding. It notes that the Company generally does not provide assets as security or guarantees under these programs, except for a pledge of treasury investments valued at RMB1,500 million as of March 31, 2025. A table presents the outstanding payment obligations recorded within accrued expenses and bank borrowings as of March 31 and September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "13. Convertible unsecured senior notes", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/13. Convertible unsecured senior notes", - "level": 3, - "summary": "This page contains Note 13 from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited, covering the six months ended September 30, 2024 and 2025. The text details the terms of two convertible unsecured senior note issuances: the '2024 Convertible Senior Notes' issued in May 2024 and the '2025 Convertible Senior Notes' issued in September 2025. It outlines principal amounts, maturity dates, interest rates, conversion rates into ADSs, redemption rights, repurchase options, and financial metrics such as unamortized debt discounts and effective interest rates.", - "chunk_count": 1, - "children": [] - }, - { - "title": "13. Convertible unsecured senior notes (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/13. Convertible unsecured senior notes (Continued)", - "level": 3, - "summary": "This section details the capped call transactions entered into by Alibaba Group Holding Limited in connection with the issuance of its 2024 and 2025 Convertible Senior Notes. It specifies the costs incurred (US$638 million for 2024 notes and US$184 million for 2025 notes) to reduce potential dilution or offset cash payments upon conversion. The text also outlines the initial cap prices per ADS ($161.60 for 2024 notes and $235.46 for 2025 notes) and notes that these transactions may be settled in cash at the Company's election.", - "chunk_count": 1, - "children": [] - }, - { - "title": "14. Exchangeable bonds", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/14. Exchangeable bonds", - "level": 3, - "summary": "This section details the issuance of HKD-denominated zero coupon exchangeable bonds by Alibaba Group Holding Limited in July 2025, referencing ordinary shares of its subsidiary, Alibaba Health Information Technology Limited. It outlines key terms including the aggregate principal amount (HK$12 billion), maturity date (July 9, 2032), and initial exchange rate (approximately 160,513.6 AH Shares per HK$1,000,000). The text further describes conditions for adjusting the exchange rate, redemption rights for both the Company and bondholders, a stock borrowing arrangement with bookrunner affiliates to facilitate hedging, and financial impacts such as losses recorded for the six months ended September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "15. Bank borrowings", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/15. Bank borrowings", - "level": 3, - "summary": "This page contains Notes 15 and 16 from the unaudited condensed consolidated financial statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. Note 15 details amendments to bank borrowings, including changes to syndicated loan facilities and revolving credit agreements. Note 16 outlines related party transactions with Ant Group and its affiliates, presenting a table that compares amounts earned by and incurred by the Company in RMB millions for the periods ending September 30, 2024 and 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "16. Related party transactions", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/16. Related party transactions", - "level": 3, - "summary": "This section details material related party transactions between the Company and Ant Group and its affiliates for the six months ended September 30, 2024 and 2025. It includes a table listing amounts earned by the Company (such as cloud services revenue) and amounts incurred by the Company (such as payment processing fees), along with footnotes explaining commercial arrangements and cash held in accounts managed by Alipay.", - "chunk_count": 1, - "children": [] - }, - { - "title": "16. Related party transactions (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/16. Related party transactions (Continued)", - "level": 3, - "summary": "This page contains Note 16 (Continued) regarding 'Related party transactions' from the Notes to Unaudited Condensed Consolidated Financial Statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text details commercial arrangements with investees involving cloud, marketing, and logistics services, as well as extended loans and guarantees provided to related parties like Hong Kong Cingleot Investment Management Limited.", - "chunk_count": 1, - "children": [] - }, - { - "title": "17. Risks and contingencies", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/17. Risks and contingencies", - "level": 3, - "summary": "This page contains Section 17, 'Risks and contingencies,' from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text details four primary risk factors: (a) legal restrictions on foreign ownership in China's value-added telecommunications sector and the company's reliance on Variable Interest Entities (VIEs); (b) macro-economic and regulatory uncertainties within the PRC market; (c) potential negative impacts arising from the company's association with Ant Group; and (d) currency risks related to RMB transactions and foreign exchange controls.", - "chunk_count": 1, - "children": [] - }, - { - "title": "17. Risks and contingencies (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/17. Risks and contingencies (Continued)", - "level": 3, - "summary": "This page contains Section 17, 'Risks and contingencies (Continued)', from the Notes to Unaudited Condensed Consolidated Financial Statements for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text details various risks including strategic investments, credit risk concentration in financial instruments, a trade assurance program on international marketplaces, legal proceedings involving AliExpress and the EU Commission, the impact of the Russia-Ukraine conflict on supply chains, and potential sanctions related to export controls and technology restrictions.", - "chunk_count": 1, - "children": [] - }, - { - "title": "18. Segment information", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/18. Segment information", - "level": 3, - "summary": "This page contains Note 18, 'Segment information', from the unaudited condensed consolidated financial statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. The text explains a change in organizational structure implemented in June 2025 and details how revenue and expenses are allocated to segments. A table presents financial data by segment—including Revenue, Costs and expenses, and Adjusted EBITA—for the periods ending September 30, 2024 and 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "18. Segment information (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/18. Segment information (Continued)", - "level": 3, - "summary": "This page contains Note 18 (Segment information) from the unaudited condensed consolidated financial statements of Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It features two tables: the first reconciles total segments Adjusted EBITA to consolidated net income, while the second details depreciation, impairment, and operating lease costs by segment. The page also includes explanatory notes defining terms like Adjusted EBITA and unallocated costs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "19. Aging analysis", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/19. Aging analysis", - "level": 3, - "summary": "Section 19 presents the aging analysis of accounts receivable and accounts payable for Alibaba Group Holding Limited, based on billing date. The data is provided in RMB millions as of March 31, 2025, and September 30, 2025, categorized by time periods: 0-3 months, 3-6 months, 6-12 months, and over 1 year.", - "chunk_count": 1, - "children": [] - }, - { - "title": "20. Dividends", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/20. Dividends", - "level": 3, - "summary": "Section 20 states that the Board did not recommend the distribution of an interim dividend for the six months ended September 30, 2024 and 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "21. Subsequent events", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/21. Subsequent events", - "level": 3, - "summary": "Section 21 states that, except for disclosures already made in the unaudited condensed consolidated financial statements, there were no significant events affecting the Company since September 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "22. Reconciliations between U.S. GAAP and International Financial Reporting Standards", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards", - "level": 3, - "summary": "This page contains Note 22 from the financial statements of Alibaba Group Holding Limited, detailing the reconciliations between U.S. GAAP and International Financial Reporting Standards (IFRS) for the six months ended September 30, 2024 and 2025. It features a table titled 'Reconciliation of Unaudited Condensed Consolidated Balance Sheets (Extract)' as of March 31, 2025, which breaks down adjustments in millions of RMB across categories such as equity securities, property, goodwill, liabilities, and equity.", - "chunk_count": 1, - "children": [] - }, - { - "title": "22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)", - "level": 3, - "summary": "This section presents the reconciliation between U.S. GAAP and International Financial Reporting Standards (IFRS) for Alibaba Group Holding Limited. It includes two tables: a balance sheet extract as of September 30, 2025, detailing adjustments to assets, liabilities, and equity; and an income statement extract for the six months ended September 30, 2024, showing reconciliations for revenue, expenses, and net income.", - "chunk_count": 11, - "children": [ - { - "title": "(i) Consolidation and business combinations", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(i) Consolidation and business combinations", - "level": 4, - "summary": "This page contains the 'Notes to Unaudited Condensed Consolidated Financial Statements' for Alibaba Group Holding Limited for the six months ended September 30, 2024 and 2025. It features a detailed reconciliation table comparing U.S. GAAP financial figures to International Financial Reporting Standards (IFRS) for the period ending September 30, 2025, covering items such as revenue, operating income, and net income in millions of RMB. The lower section provides explanatory text regarding accounting policies for consolidation, business combinations, noncontrolling interests, and goodwill impairment.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(ii) Equity securities without readily determinable fair value", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(ii) Equity securities without readily determinable fair value", - "level": 4, - "summary": "The section explains the accounting treatment for equity securities without readily determinable fair values under U.S. GAAP and IFRS. Under U.S. GAAP, the Company can elect to measure these investments at cost less impairment, with adjustments for observable price changes recognized in income statements. Under IFRS, these investments are measured at fair value with changes recognized in income statements.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(iii) Equity method investments", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(iii) Equity method investments", - "level": 4, - "summary": "This section outlines the accounting treatment for equity method investments, explaining that the Company applies the equity method to investments where it has significant influence. It details the criteria for presuming significant influence under U.S. GAAP (limited partnerships or unincorporated entities) versus IFRS (over 20% of voting rights). Additionally, it describes how the Company records its share of post-acquisition results and adjusts for basis differences between carrying values and proportionate shares of net assets.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(iv) Share-based awards", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(iv) Share-based awards", - "level": 4, - "summary": "The section details the accounting treatment for share-based awards held by employees of Alibaba Group Holding Limited, which relate to an equity method investee. It contrasts U.S. GAAP and IFRS: under U.S. GAAP, costs are recognized over the service period with fair value changes in income statements, while under IFRS, they are not considered share-based payments and costs are unrecognized. Additionally, it explains that deferred taxes for these awards are measured based on compensation expenses under U.S. GAAP but on estimated future tax deductions under IFRS.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(v) Operating leases", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(v) Operating leases", - "level": 4, - "summary": "The section titled 'Operating leases' explains the accounting treatment differences between U.S. GAAP and IFRS regarding lease expenses. Under U.S. GAAP, amortization of right-of-use assets and interest expense are combined into a single straight-line lease expense. In contrast, under IFRS, these components are recognized separately: right-of-use assets are amortized on a straight-line basis, while interest expense is recognized using the effective interest method.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(vi) Redeemable noncontrolling interests", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(vi) Redeemable noncontrolling interests", - "level": 4, - "summary": "This section explains the accounting treatment of redeemable equity interests issued by certain subsidiaries. Under U.S. GAAP, these interests are classified as mezzanine equity if redemption is outside the Company's control, or as noncontrolling interests if mandatorily redeemable only upon liquidation. Under IFRS, such redeemable equity interests are generally classified as financial liabilities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(vii) Hyperinflation", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(vii) Hyperinflation", - "level": 4, - "summary": "This section outlines the accounting treatment for subsidiaries operating in highly inflationary economies under U.S. GAAP and IFRS. Under U.S. GAAP, financial statements are remeasured prospectively as if the functional currency were that of the immediate parent company. Under IFRS, they are restated in terms of the measuring unit current at the end of the reporting period.", - "chunk_count": 1, - "children": [] - }, - { - "title": "(viii) Convertible unsecured senior notes and instruments in an entity’s own equity", - "path": "Alibaba Fiscal Year 2026 Interim Report.pdf/Root/DEFINITIONS/22. Reconciliations between U.S. GAAP and International Financial Reporting Standards (Continued)/(viii) Convertible unsecured senior notes and instruments in an entity’s own equity", - "level": 4, - "summary": "This section details the accounting treatment differences between U.S. GAAP and IFRS regarding convertible unsecured senior notes and instruments in an entity's own equity. Under U.S. GAAP, convertible notes are treated entirely as liabilities measured at amortized cost, while under IFRS, they may be classified as hybrid financial liabilities if the company can settle in cash. 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"Net cash used in investing activities": {}, - "Net cash provided by financing activities": {}, - "Employees": {} - } - }, - "Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures": {}, - "Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures (Continued)": {}, - "Non-GAAP Financial Measures": { - "Non-GAAP diluted earnings per share": {}, - "Free cash flow": {}, - "Other Financial Information": {}, - "Significant Investments": {}, - "Material Investments, Acquisitions and Dispositions": {}, - "Pledge of Assets": {}, - "Foreign Exchange Risk": {}, - "Contingent Liabilities": {}, - "Capital Expenditure and Capital Commitment": {}, - "Remuneration Policy": {}, - "Subsequent Events": {} - }, - "DIRECTORS AND CHIEF EXECUTIVE OFFICER": { - "Biographical Information": { - "J. Michael EVANS": {}, - "Maggie Wei WU (武衛)": {}, - "Jerry YANG (楊致遠)": {}, - "Wan Ling MARTELLO": {}, - "Weijian SHAN (單偉建)": {}, - "Irene Yun-Lien LEE (利蘊蓮)": {}, - "Albert Kong Ping NG (吳港平)": {}, - "Kabir MISRA": {} - }, - "Board Committees": { - "Audit Committee": {}, - "Compensation Committee": {}, - "Nominating and Corporate Governance Committee": {}, - "Sustainability Committee": {}, - "Compliance and Risk Committee": {}, - "Capital Management Committee": {} - } - }, - "DISCLOSURE OF INTERESTS": {}, - "Substantial Shareholders": {}, - "EQUITY INCENTIVE PLANS": { - "The 2014 Plan": {}, - "The 2024 Plan": {}, - "The 2024 Plan (Existing Shares)": {} - }, - "PURCHASE, SALE OR REDEMPTION OF OUR COMPANY'S LISTED SECURITIES": {}, - "OTHER INFORMATION": { - "Corporate Governance": { - "Compliance with the Corporate Governance Code": {}, - "Compliance with the Model Code": {} - }, - "Audit Committee Review": {}, - "Use of Proceeds from the Notes Offerings": {} - }, - "DEFINITIONS": { - "Conventions that apply to this Interim Report": {}, - "Introduction": {}, - "Scope of Review": {}, - "Conclusion": {}, - "Assets": {}, - "Liabilities, mezzanine equity and shareholders’ equity": {}, - "1. 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1934\nFor the fiscal year ended December 31, 2025 \nOR\n☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\nFor the transition period from to .\nCommission file number: 001-37580 \n___________________________________________\nAlphabet Inc. \n(Exact name of registrant as specified in its charter)\n___________________________________________\nDelaware\n61-1767919\n(State or other jurisdiction of incorporation or organization)\n(I.R.S. Employer Identification No.)\n1600 Amphitheatre Parkway \nMountain View, CA 94043 \n(Address of principal executive offices, including zip code)\n(650) 253-0000 \n(Registrant's telephone number, including area code)\nSecurities registered pursuant to Section 12(b) of the Act:\nTitle of each class\nTrading Symbol(s)\nName of each exchange on which registered\nClass A Common Stock, $0.001 par value\nGOOGL\nNasdaq Stock Market LLC\n(Nasdaq Global Select Market)\nClass C Capital Stock, $0.001 par value\nGOOG\nNasdaq Stock Market LLC\n(Nasdaq Global Select Market)\n2.375% Senior Notes due 2028\n—\nNasdaq Stock Market LLC\n2.500% Senior Notes due 2029\n—\nNasdaq Stock Market LLC\n2.875% Senior Notes due 2031\n—\nNasdaq Stock Market LLC\n3.000% Senior Notes due 2033\n—\nNasdaq Stock Market LLC\n3.125% Senior Notes due 2034\n—\nNasdaq Stock Market LLC\n3.375% Senior Notes due 2037\n—\nNasdaq Stock Market LLC\n3.500% Senior Notes due 2038\n—\nNasdaq Stock Market LLC\n4.000% Senior Notes due 2044\n—\nNasdaq Stock Market LLC\n3.875% Senior Notes due 2045\n—\nNasdaq Stock Market LLC\n4.000% Senior Notes due 2054\n—\nNasdaq Stock Market LLC\n4.375% Senior Notes due 2064\n—\nNasdaq Stock Market LLC\nSecurities registered pursuant to Section 12(g) of the Act:\nTitle of each class\nNone\n___________________________________________\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities \nAct. Yes ☒ No ☐\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the \nAct. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities \nExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such \nreports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted \npursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that \nthe registrant was required to submit such files). Yes ☒ No ☐\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller \nreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller \nreporting company,” and \"emerging growth company\" in Rule 12b-2 of the Exchange Act.\nLarge accelerated filer\n☒\n \nAccelerated filer\n☐\nNon-accelerated filer\n☐\nSmaller reporting company\n☐\nEmerging growth company\n☐\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for \ncomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. \n☐\nIndicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the \neffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by \nthe registered public accounting firm that prepared or issued its audit report. ☒\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the \nregistrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based \ncompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ \nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\nAs of June 30, 2025, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale \nprices of such shares on the Nasdaq Global Select Market on June 30, 2025) was approximately $1.9 trillion. For purposes of \ncalculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by \nnon-affiliates, except for shares held by each of our executive officers, directors, and 5% or greater stockholders. In the case of 5% \nor greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which \nwould indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding \ncommon stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors, and 5% or \ngreater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of \nour company. Further information concerning shareholdings of our officers, directors, and principal stockholders is included or \nincorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.\nAs of January 28, 2026, there were 5,822 million shares of Alphabet’s Class A stock outstanding, 837 million shares of Alphabet’s \nClass B stock outstanding, and 5,438 million shares of the Alphabet’s Class C stock outstanding.\n___________________________________________\nDOCUMENTS INCORPORATED BY REFERENCE\nPortions of the registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated herein by reference in \nPart III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and \nExchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025.\n\nAlphabet Inc.\nForm 10-K\nFor the Fiscal Year Ended December 31, 2025 \nTABLE OF CONTENTS\n \n \nPage\nNote About Forward-Looking Statements\n3\nPART I\nItem 1.\nBusiness\n3\nItem 1A.\nRisk Factors\n9\nItem 1B.\nUnresolved Staff Comments\n23\nItem 1C.\nCybersecurity\n23\nItem 2.\nProperties\n24\nItem 3.\nLegal Proceedings\n24\nItem 4.\nMine Safety Disclosures\n24\nPART II\nItem 5.\nMarket for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases \nof Equity Securities\n25\nItem 6.\n[Reserved]\n27\nItem 7.\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations\n28\nItem 7A.\nQuantitative and Qualitative Disclosures About Market Risk\n41\nItem 8.\nFinancial Statements and Supplementary Data\n44\nItem 9.\nChanges in and Disagreements With Accountants on Accounting and Financial Disclosure\n89\nItem 9A.\nControls and Procedures\n89\nItem 9B.\nOther Information\n89\nItem 9C.\nDisclosure Regarding Foreign Jurisdictions that Prevent Inspections\n90\nPART III\nItem 10.\nDirectors, Executive Officers, and Corporate Governance\n91\nItem 11.\nExecutive Compensation\n91\nItem 12.\nSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder \nMatters\n91\nItem 13.\nCertain Relationships and Related Transactions, and Director Independence\n91\nItem 14.\nPrincipal Accountant Fees and Services\n91\nPART IV\nItem 15.\nExhibits, Financial Statement Schedules\n92\nItem 16.\nForm 10-K Summary\n96\nSignatures\nTable of Contents\nAlphabet Inc.\n2.\n\nNote About Forward-Looking Statements\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private \nSecurities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as, but \nare not limited to, \"anticipates,\" \"believes,\" \"could,\" \"estimates,\" \"expects,\" \"intends,\" \"may,\" \"plans,\" \"predicts,\" \n\"projects,\" \"will be,\" \"will continue,\" \"will likely result,\" and similar expressions. These include, among other things, \nexpectations regarding the growth of our business and revenues, including factors that may impact such growth, and \nfluctuations in our revenues and margins; statements relating to plans, expectations, and trends about our core \nbusiness metrics, costs and expenses, capital expenditures, sources of funding, products and services, strategic \nbusiness transactions, and other aspects of our business operations and strategies; statements regarding the global \nmacroeconomic and regulatory environment; as well as other statements regarding our future operations, financial \ncondition and prospects, and actual or potential risk and liability exposures. Forward-looking statements may appear \nthroughout this report and other documents we file with the Securities and Exchange Commission (SEC), including \nwithout limitation, the following sections: Part I, Item 1 \"Business;\" Part I, Item 1A \"Risk Factors;\" and Part II, Item 7 \n\"Management's Discussion and Analysis of Financial Condition and Results of Operations.\" These forward-looking \nstatements are based on current expectations and assumptions that are subject to risks and uncertainties, which could \ncause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could \ncause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form \n10-K, including the risks discussed in Part I, Item 1A \"Risk Factors\" and the trends discussed in Part II, Item 7 \n\"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" and those discussed in \nother documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any \nrevision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers \nare cautioned not to place undue reliance on such forward-looking statements.\nAs used herein, \"Alphabet,\" \"the company,\" \"we,\" \"us,\" \"our,\" and similar terms include Alphabet Inc. and its \nsubsidiaries, unless the context indicates otherwise.\n\"Alphabet,\" \"Google,\" and other trademarks of ours appearing in this report are our property. We do not intend our \nuse or display of other companies' trade names or trademarks to imply an endorsement or sponsorship of us by such \ncompanies, or any relationship with any of these companies.\nPART I\nITEM 1.\nBUSINESS\nOverview\nAs our founders Larry and Sergey wrote in the original founders' letter, \"Google is not a conventional company. \nWe do not intend to become one.\" That unconventional spirit has been a driving force throughout our history, inspiring \nus to tackle big problems and invest in moonshots. It led us to be a pioneer in the development of artificial intelligence \n(AI) and, since 2016, be an AI-first company. We continue this work under the leadership of Alphabet and Google CEO, \nSundar Pichai.\nAlphabet is a collection of businesses — the largest of which is Google. We report Google in two segments, \nGoogle Services and Google Cloud, and all non-Google businesses collectively as Other Bets. Supporting these \nbusinesses, we have centralized certain AI-related research and development focused on advanced research in AI and \ndeveloping the frontier models that serve our businesses, which is reported in Alphabet-level activities. Alphabet's \nstructure is about helping each of our businesses prosper through strong leaders and independence.\nAccess and Technology for Everyone\nThe Internet is one of the world’s most powerful equalizers; it propels ideas, people, and businesses large and \nsmall. Our mission to organize the world’s information and make it universally accessible and useful is as relevant \ntoday as it was when we were founded in 1998. Since then, we have evolved from a company that helps people find \nanswers to a company that also helps people get things done. \nWe are focused on building an even more helpful Google for everyone, and we aspire to give everyone the tools \nthey need to increase their knowledge, health, happiness, and success. Google Search helps people find information \nand make sense of the world in more natural and intuitive ways, with trillions of searches on Google every year. \nYouTube provides people with entertainment, information, and opportunities to learn something new and helps support \nthe creator economy through the YouTube Partner Program. Google Cloud helps customers build for the future, \nimprove productivity, reduce costs, and unlock new growth engines. We continually innovate and build new products \nand features to help our users, partners, customers, and communities and have invested more than $200 billion in \nresearch and development in the last five years in support of these efforts.\nTable of Contents\nAlphabet Inc.\n3.\n\nMaking AI Helpful for Everyone\nWe believe AI is a profound platform shift that can bring meaningful and positive change to people and societies \nacross the world, and to our business. We aim to build the most advanced, safe, and responsible AI through our full-\nstack approach, which spans AI-optimized infrastructure; world-class research, including models and tooling; and our \nproducts and platforms that bring AI to billions of people, developers, and enterprises.\nAt the foundation of our full-stack approach is our AI-optimized infrastructure — a key differentiator enabling us to \npower our own products, such as Search and YouTube, and support the services we provide to our Google Cloud \ncustomers. Our technical infrastructure allows us to use and offer our customers a range of AI accelerator options, \nincluding specialized Graphics Processing Units (GPUs) and our own custom-built Tensor Processing Units (TPUs), \nsuch as Ironwood, our seventh-generation TPU. We are focused on driving efficiencies in our data centers, allowing us \nto leverage our technical infrastructure to deliver our products and services at an increasing scale while simultaneously \nenabling world-class research and model development.\nOver the last decade, our research teams have pushed the boundaries of AI forward, which is displayed through \nGemini 3, our most intelligent AI model yet. Designed to deliver advanced multimodal understanding, Gemini 3 \nrepresents our most capable iteration of agentic and generative coding technologies. Gemini 3 integrates enhanced \nreasoning capabilities to support visualizations and interactive user experiences across our product ecosystem, \nincluding Search and the Gemini app. \n As technology continues to improve rapidly, we are focused on bringing our latest AI advances to our products \nand platforms. We continue to help our users access information and knowledge, express themselves, and get things \ndone by embedding the power of generative AI and Gemini into our products and platforms. Today, all 15 of our half-\nbillion-user products — including seven with two billion users — use our Gemini models. For our Google Cloud \ncustomers, our offerings are helping organizations stay at the forefront of innovation with solutions such as Gemini \nEnterprise and Gemini for Google Workspace. \nGuided by our AI principles, we believe our approach to AI must be both bold and responsible. That means \ndeveloping AI in a way that maximizes the positive benefits to society while addressing its potential challenges. \nMoonshots\nMany companies get comfortable doing what they have always done, making only incremental changes. This \nincrementalism leads to irrelevance over time, especially in technology, where change tends to be revolutionary, not \nevolutionary. \nOur early investments in AI started out as moonshots but are now incorporated into our core products and central \nto future developments. In Other Bets, our fully autonomous driving technology company, Waymo, is now providing \nfully autonomous, paid ride-hailing services to customers in multiple cities. Isomorphic Labs is reimagining the drug \ndiscovery process from first principles, applying AI to accelerate the development of new medicines. We continue to \nlook toward the future and to invest for the long term, most notably for the application of AI to our products and \nservices, as well as other frontier technologies such as quantum computing.\nPrivacy and Security\nWe make it a priority to protect the privacy and security of our products, users, and customers, even if there are \nnear-term financial consequences. We do this by continuously investing in building products that are secure by default; \nstrictly upholding responsible data practices that emphasize privacy by design; and building easy-to-use settings that \nput people in control. We are continually enhancing these efforts over time, whether by enabling users to auto-delete \ntheir data, applying privacy technologies like on-device processing, giving people tools to control their experience, or \nadvancing anti-malware, anti-phishing, and password security features.\nGoogle\nFor reporting purposes Google comprises two segments: Google Services and Google Cloud.\nGoogle Services\nServing Our Users\nWe have always been committed to building helpful products that can improve the lives of millions of people \nworldwide. Our product innovations are what make our services widely used, and our brand one of the most \nrecognized in the world. Google Services' core products and platforms include ads, Android, Chrome, devices, Gmail, \nGoogle Drive, Google Gemini, Google Maps, Google Photos, Google Play, Search, and YouTube, with broad and \ngrowing adoption by users around the world.\nTable of Contents\nAlphabet Inc.\n4.\n\nOur products and services have come a long way since the company was founded more than 25 years ago. \nWhile Google Search started as a way to find web pages, organized into ten blue links, we have driven technical \nadvancements and product innovations that have transformed Google Search into a dynamic, multimodal experience. \nLarge language models have made it possible to express more natural language queries, vastly improving the types of \nquestions users can ask, and the quality of results. For example, AI Overviews makes it easier to ask Google anything \nand get a helpful response. AI Mode allows users to ask more nuanced questions that might have previously taken \nmultiple searches, using Gemini’s advanced reasoning, thinking, and multimodal capabilities.\nThis drive to make information more accessible and helpful has led us over the years to improve the discovery \nand creation of digital content both on the web and through platforms like Google Play and YouTube. People are \nconsuming many forms of digital content, including watching long and short form videos and podcasts, streaming TV, \nplaying games, listening to music, reading books, and using apps. Working with content creators and partners, we \ncontinue to build new ways for people around the world to create and find great digital content.\nFueling all of these great digital experiences are extraordinary platforms and devices. That is why we continue to \ninvest in platforms like our Android mobile operating system, Chrome browser, and Chrome operating system, as well \nas our family of devices. We see tremendous potential for devices to be helpful and make people's lives easier by \ncombining the best of our AI, software, and hardware. This potential is reflected in our latest generation of devices, \nsuch as the new Pixel 10 series and the Pixel Watch 4. Creating products and services that people rely on every day is \na journey that we are investing in for the long-term.\nHow We Make Money\nWe have built world-class advertising technologies for advertisers, agencies, and publishers to power their digital \nmarketing businesses. Our advertising solutions help millions of companies grow their businesses through our wide \nrange of products across devices and formats, and we aim to ensure positive user experiences by serving the right ads \nat the right time and by building deep partnerships with brands and agencies. AI has been foundational to our \nadvertising business for more than a decade. Products like Demand Gen, Performance Max, and Product Studio use \nthe full power of our AI to help advertisers find untapped and incremental conversion opportunities.\nGoogle Services generates revenues primarily by delivering both performance and brand advertising that appears \non Google Search & other properties, YouTube, and Google Network partners' properties (\"Google Network \nproperties\"). We continue to invest in both performance and brand advertising and seek to improve the measurability of \nadvertising so advertisers understand the effectiveness of their campaigns.\n•\nPerformance advertising creates and delivers relevant ads that users will click on leading to direct \nengagement with advertisers. Performance advertising lets our advertisers connect with users while driving \nmeasurable results. Our ads tools allow performance advertisers to create simple text-based ads.\n•\nBrand advertising helps enhance users' awareness of and affinity for advertisers' products and services, \nthrough videos, text, images, and other interactive ads that run across various devices. We help brand \nadvertisers deliver digital videos and other types of ads to specific audiences for their brand-building marketing \ncampaigns. \nWe have allocated substantial resources to stopping bad advertising practices and protecting users on the web. \nWe focus on creating the best advertising experiences for our users and advertisers in many ways, including filtering \nout invalid traffic, removing billions of bad ads from our systems every year, and closely monitoring the sites, apps, and \nvideos where ads appear and blocklisting them when necessary to ensure that ads do not fund bad content.\nIn addition, Google Services generates revenues from products and services beyond advertising, including:\n•\nconsumer subscriptions, which primarily include revenues from YouTube services, such as YouTube TV, \nYouTube Music and Premium, and NFL Sunday Ticket, as well as Google One, which offers access to our \nmost capable Gemini models;\n•\nplatforms, which primarily include revenues from Google Play sales of apps and in-app purchases; and\n•\ndevices, which primarily include sales of the Pixel family of devices.\nGoogle Cloud\nThrough our Google Cloud Platform and Google Workspace offerings, Google Cloud generates revenues \nprimarily from consumption-based fees and subscriptions for infrastructure, platform, applications, and other cloud \nservices. Customers use Google Cloud in multiple ways such as:\nTable of Contents\nAlphabet Inc.\n5.\n\n•\nAI-optimized Infrastructure: runs on our Cloud, at the edge, or in customers' data centers. It can be used to \nmigrate and modernize information technology (IT) systems and to train and serve various types of AI \nmodels. Our AI infrastructure delivers cost-performance for AI workloads. We offer a range of AI accelerators, \nincluding our custom TPUs and specialized GPUs, as well as AI-optimized storage offerings, and efficient AI \nsoftware. \n•\nDeveloper Platform: delivers a fully managed AI development platform, through Vertex AI, for accessing, \ntuning, augmenting, and deploying custom models and agents, helping customers build applications with more \nthan 200 foundation models, including our Gemini family, third-party, and open models.\n•\nCybersecurity: provides AI-powered threat intelligence and cybersecurity solutions to help customers detect, \nanalyze, protect against, and respond to a broad range of cybersecurity threats.\n•\nData and Analytics: enables customers to migrate, clean, prepare, and feed data into their models. Our data \nplatform also unifies data lakes, data warehouses, data governance, and advanced machine learning into a \nsingle platform that helps users analyze data using AI models across any cloud.\n•\nAgents: \n◦\nGemini Enterprise: empowers teams to discover, create, share, and run AI agents all in one secure \nplatform, bringing the best of Google AI to employees through an intuitive chat interface, helping to \nautomate workflows and drive smarter business outcomes.\n◦\nGemini for Google Workspace: brings our AI-powered agents into Gmail, Docs, Sheets, and more to \nhelp users write, organize, visualize, accelerate workflows, and have more productive meetings.\nOther Bets\n Across Alphabet, we are also using technology to try to solve big problems that affect a wide variety of industries, \nincluding transportation and health technology. Alphabet’s investment in the portfolio of Other Bets includes businesses \nthat are at various stages of development, ranging from those in the research and development phase, such as X, our \nmoonshot factory focused on developing breakthrough technologies, to those that are scaling commercialization, such \nas Waymo, which is expanding to more cities domestically, entering international markets, and further scaling \noperations. \nOther Bets operate as independent companies and some of them have their own boards with independent \nmembers and outside investors. While these early-stage businesses naturally come with considerable uncertainty, \nsome of them are already generating revenue and making important strides in their industries. Revenues from Other \nBets are generated primarily from the sale of autonomous transportation and internet services.\nCompetition\nOur business is characterized by rapid change as well as new and disruptive technologies. We face formidable \ncompetition in every aspect of our business, including but not limited to, from:\n•\ngeneral purpose search engines and information services;\n•\nvertical search engines and e-commerce providers for queries on topics such as those related to travel, jobs, \nand health, which users may navigate directly to rather than go through Google;\n•\nonline advertising platforms and networks, including online shopping and streaming services;\n•\nother forms of advertising, such as billboards, magazines, newspapers, radio, and television, as our \nadvertisers typically advertise in multiple media, both online and offline;\n•\ndigital content and application platform providers;\n•\nproviders of enterprise cloud services;\n•\nAI model developers and providers of AI products and services;\n•\ncompanies that design, manufacture, and market consumer hardware products, including businesses that \nhave developed proprietary platforms;\n•\nproviders of digital video services; \n•\nsocial networks, which users may rely on for product or service referrals, rather than seeking information \nthrough traditional search engines; and\n•\nproviders of workspace communication and connectivity products. \nTable of Contents\nAlphabet Inc.\n6.\n\nCompeting successfully depends heavily on our ability to continually develop and distribute innovative products \nand technologies to the marketplace across our businesses. For example, for advertising, competing successfully \ndepends on attracting and retaining:\n•\nusers, for whom other products and services are literally one click away, on the basis of the relevance of our \nadvertising, as well as the general usefulness, security, and availability of our products and services;\n•\nadvertisers, primarily based on our ability to generate sales leads, and ultimately customers, and to deliver \ntheir advertisements in an efficient and effective manner across a variety of distribution channels even as \ntrends in advertising mediums and user preferences change; and\n•\ncontent providers, primarily based on the quality of our advertiser base, our ability to help these partners \ngenerate revenues from advertising, and the terms of our agreements with them.\nFor additional information about competition, see Item 1A Risk Factors of this Annual Report on Form 10-K. \nCulture and Workforce\nOur people are critical for our continued success, so we work hard to create an environment where employees \ncan have fulfilling careers and perform at a high level. We offer industry-leading benefits and programs to take care of \nthe diverse needs of our employees and their families, including opportunities for career growth and development, \nresources to support their financial health, and access to excellent healthcare choices. Our competitive compensation \nprograms help us to attract and retain key talent, and we will continue to invest in recruiting talented people to technical \nand non-technical roles and rewarding them well. We provide a variety of high-quality training and support to managers \nto build and strengthen their capabilities — ranging from courses for new managers, to learning resources that help \nthem provide feedback and manage performance, to coaching and individual support.\nAs of December 31, 2025, Alphabet had 190,820 employees. We have work councils and statutory employee \nrepresentation obligations in certain countries, and we are committed to supporting protected labor rights, maintaining \nan open culture, and listening to our employees. \nWhen appropriate we partner with outside companies on a contractual basis to provide a specialized service or to \ntemporarily cover a short-term need. The employees of our suppliers and staffing partners — vendors and temporary \nstaff, respectively — and independent contractors who are self-employed, make up our extended workforce. We \nchoose our partners and staffing agencies carefully, and review their compliance with Google’s Supplier Code of \nConduct.\nGovernment Regulation\nWe are subject to numerous United States (US) federal, state, and local, as well as foreign laws, and regulations \ncovering a wide variety of subjects, and the scope of this coverage continues to broaden with continuing new legal and \nregulatory developments in the US and internationally. Like other companies in the technology industry, we face \nincreasingly heightened scrutiny from both US and foreign governments with respect to our compliance with laws and \nregulations. Many of these laws and regulations are evolving and their applicability and scope, as interpreted by the \ncourts, remain uncertain. Particularly with regard to AI; competition; consumer protection; content moderation, \nincluding access restrictions for minors; data privacy and security; intellectual property; news publications; and \nsustainability and other social matters, we have seen an increase in new and evolving laws and regulations, as well as \nrelated enforcement actions and investigations, being proposed and implemented in recent years by legislative and \nregulatory bodies around the world. As we have seen in recent years, different laws and regulations on the same topic \nmay not always have the same requirements (and sometimes may seem to have conflicting requirements), and even \nwhen requirements overlap, the rules are not always consistently implemented, interpreted, and enforced from \njurisdiction to jurisdiction.\nOur compliance with these laws and regulations may be onerous and could, individually or in the aggregate, \nincrease our cost of doing business, make our products and services less useful, limit our ability to pursue certain \nbusiness practices or offer certain products and services (either in certain geographies or at all), cause us to change \nour business models and operations, affect our competitive position relative to our peers, or otherwise harm our \nbusiness, reputation, financial condition, and operating results.\nFor additional information about government regulation applicable to our business, see Item 1A Risk Factors; \nTrends in Our Business and Financial Effect in Part II, Item 7; and Legal Matters in Note 10 of the Notes to \nConsolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.\nTable of Contents\nAlphabet Inc.\n7.\n\nIntellectual Property\nWe rely on intellectual property such as trademarks, copyrights, patents, and trade secrets, as well as \nconfidentiality procedures and contractual provisions, to protect our proprietary technology and our brand. We have \nregistered, and applied for the registration of, US and international trademarks, service marks, domain names, and \ncopyrights. We have also filed patent applications in the US and foreign countries covering certain of our technology, \nand acquired patent assets to supplement our portfolio. We have licensed in the past, and expect that we may license \nin the future, certain of our rights to other parties. For additional information, see Item 1A Risk Factors of this Annual \nReport on Form 10-K.\nAvailable Information\nOur website is located at www.abc.xyz, and our investor relations website is located at www.abc.xyz/investor. \nAccess to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our \nProxy Statements, and any amendments to these reports, is available on our investor relations website, free of charge, \nafter we file or furnish them with the SEC and they are available on the SEC's website at www.sec.gov.\nWe webcast our earnings calls, as well as certain events we participate in or host with members of the investment \ncommunity, via our investor relations YouTube channel and website. Our investor relations website also provides \nnotifications of news or announcements regarding our financial performance and other items that may be material or of \ninterest to our investors, including SEC filings, investor events, press and earnings releases, and blogs. We also share \nGoogle news and product updates on Google's Keyword blog at https://www.blog.google/ and News From Google \npage on X at x.com/NewsFromGoogle, and our executive officers may also use certain social media channels, such as \nX and LinkedIn, to communicate information about earnings results and company updates, which may be of interest or \nmaterial to our investors. Further, corporate governance information, including our certificate of incorporation, bylaws, \ncorporate governance guidelines, board committee charters, and code of conduct, is also available on our investor \nrelations website under the heading \"Governance.\" The information contained on, or that may be accessed through our \nwebsites or our executive officers' social media channels, is not incorporated by reference into this Annual Report on \nForm 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to \nbe inactive textual references only.\nTable of Contents\nAlphabet Inc.\n8.\n\nITEM 1A.\nRISK FACTORS\nOur operations and financial results are subject to various risks and uncertainties, including but not limited to \nthose described below, which could harm our business, reputation, financial condition, and operating results, and may \naffect the trading price and price volatility of our Class A and Class C stock.\nRisks Specific to our Company\nWe generate a significant portion of our revenues from advertising. Reduced spending by advertisers, a \nloss of partners, shifts in online advertising, new and evolving advertising formats, or new or existing \ntechnologies that block ads online or affect our ability to personalize ads could harm our business.\nWe generated more than 70% of total revenues from online advertising in 2025. Many of our advertisers, \ncompanies that distribute our products and services, digital publishers, and content providers can terminate their \ncontracts with us at any time. These partners may not continue to do business with us if we do not create more value \n(such as increased numbers of users or customers, new sales leads, increased brand awareness, or more effective \nmonetization) than their available alternatives. \nWe believe AI is quickly reshaping the advertising industry, including how ads are delivered online, and we and \nour competitors are constantly adjusting to meet this shift and provide new and evolving advertising formats. There is \nno assurance that we will adapt effectively and competitively to meet this shift, and that such advertising formats, \nstrategies, and offerings will be successful.\nChanges to our advertising policies and data privacy practices, as well as changes to other companies' \nadvertising or data privacy practices have in the past, and may in the future, affect the advertising services that we are \nable to provide. In addition, technologies have been developed that make personalized ads more difficult, or that block \nthe display of ads altogether, and some providers of online services have integrated technologies that could impair the \navailability and functionality of third-party digital advertising. Failing to provide superior value or deliver advertisements \neffectively and competitively could harm our business, reputation, financial condition, and operating results.\nExpenditures by advertisers tend to correlate with overall economic conditions. Adverse macroeconomic \nconditions have affected, and may in the future affect, the demand for advertising, resulting in fluctuations in the \namounts our advertisers spend on advertising, which could harm our financial condition and operating results.\nOur increasing investment in new businesses, products, services, and technologies is inherently risky, \nand could divert management attention and harm our business, financial condition, and operating results. \nWe have invested and expect to expand our investment in new businesses, products, services, and technologies \nin a wide range of industries beyond online advertising. The investments that we are making across our businesses — \nsuch as building AI-optimized infrastructure, including our custom TPUs, and integrating AI capabilities into new and \nexisting products and services — reflect our ongoing efforts to innovate and provide products and services that are \nhelpful to users, advertisers, publishers, customers, content providers, and distribution partners. Our investments \nultimately may not be commercially viable or may not result in an adequate return of capital and, in pursuing new \nstrategies, we may incur unanticipated liabilities. \nTo meet the compute capacity demands of AI training and inference, as well as traditional cloud computing \nservices, we are entering into significant leasing arrangements with third party operators, which may increase costs \nand operational complexity. We also have a number of large, long-duration commercial agreements, which could \nincrease our liabilities and obligations in the event of nonperformance by us, our counterparties, or vendors. In such \nnonperformance or an industry downturn, we may incur additional liabilities, have excess capacity that we cannot \neasily redeploy, and not receive payments from our counterparties or customers.\nWe have invested and expect to significantly expand our investment in property and equipment, including our \ntechnical infrastructure, and we expect these assets to benefit our business over their estimated useful lives. Changes \nin facts and circumstances such as changes to historical asset performance, expected technology advancements, and \nfuture network deployment plans could change the period over which we expect to benefit from the asset and impact \nour financial condition and operating results.\nInnovations in our products and services could also result in changes to user and customer behavior and affect \nour revenue trends. These endeavors involve significant risks and uncertainties, including diversion of resources and \nmanagement attention from current operations, different monetization models, and the use of alternative investment, \ngovernance, or compensation structures that may fail to adequately align incentives across the company or otherwise \naccomplish their objectives.\nTable of Contents\nAlphabet Inc.\n9.\n\nWithin Google Services, we continue to invest heavily in devices, including our smartphones, home devices, and \nwearables, which is a highly competitive market with frequent introduction of new products and services, rapid \nadoption of technological advancements by competitors, increased market saturation in developed countries, short \nproduct life cycles, evolving industry standards, continual improvement in performance characteristics, and price and \nfeature sensitivity on the part of consumers and businesses. There can be no assurance we will be able to provide \ndevices that compete effectively. \nWithin Google Cloud, we devote significant resources to develop and deploy our enterprise-ready cloud services, \nincluding Google Cloud Platform and Google Workspace, and we are advancing our AI platforms and models to \nsupport these tools and technologies, including the development of our custom TPUs and how we deliver them to our \ncustomers. We are incurring significant and increasing costs and new liabilities, including contingent liabilities, to build \nand maintain infrastructure to support cloud computing services, invest in cybersecurity, and hire talent. Meanwhile, \nour competitors are rapidly developing and deploying cloud-based services and capacity. Pricing and delivery models, \nwhich are subject to increasing regulatory scrutiny and requirements, are competitive and constantly evolving, and we \nmay therefore not achieve our business objectives. Further, our business with financial services, healthcare, and public \nsector customers may present additional risks, including regulatory compliance risks. For instance, we may be subject \nto government audits and cost reviews, and any failure to comply or any deficiencies found may expose us to legal, \nfinancial, and reputational risks. Evolving laws and regulations may require us to make new capital investments, build \nnew products, and seek partners to deliver localized services in other countries, and we may not be able to meet \nsovereign operating requirements.\nWithin Other Bets, we are investing significantly in areas such as life sciences and transportation, among others. \nThese investment areas face intense competition from large, experienced, and well-funded competitors, and our \nofferings, many of which involve the development of new and emerging technologies, may not be successful, or be \nable to compete effectively or operate at sufficient levels of profitability. \nIn addition, new and evolving products and services, including those that use AI, raise ethical, technological, \nlegal, regulatory, and other challenges, which could harm our brands and demand for our products and services. \nBecause all of these investment areas are inherently risky, no assurance can be given that such strategies and \nofferings will be successful or will not harm our reputation, financial condition, and operating results. \nWe face intense competition. If we do not continue to innovate and provide products and services that \nare useful to users, customers, and other partners, we may not remain competitive, which could harm our \nbusiness, financial condition, and operating results. \nOur business environment is rapidly evolving and intensely competitive. Our businesses face changing \ntechnologies, shifting user needs, and frequent introductions of rival products and services. To compete successfully, \nwe must accurately anticipate technology developments and deliver innovative, relevant, and useful products, services, \nand technologies in a timely manner. For example, with the rise of AI in recent years, we have increasingly focused our \ninvestments in building powerful AI tools and AI enhancements to our existing products and services to better cater to \nour users, customers, and other partners. As our businesses evolve, the competitive pressure to innovate will \nencompass a wider range of products and services. We must continue to invest significant resources in technical \ninfrastructure, including the development of our custom TPUs, and research and development, including through \nacquisitions, in order to enhance our technology, products, and services. \nWe have many competitors in different industries. Our current and potential domestic and international \ncompetitors range from large and established companies to emerging start-ups. Some competitors have longer \noperating histories and well-established relationships in various sectors. They can use their experience and resources \nin ways that could affect our competitive position, including by making acquisitions and entering into other strategic \narrangements; continuing to invest heavily in technical infrastructure, research and development, and in talent; \ninitiating intellectual property and competition claims (whether or not meritorious); and continuing to compete for users, \nadvertisers, customers, and content providers. Further, discrepancies in enforcement of existing laws may enable our \nlesser known competitors to aggressively interpret those laws without commensurate scrutiny, thereby affording them \ncompetitive advantages. Our competitors may also be able to innovate and provide products and services faster or \nmore cost effectively than we can or may foresee the need for products and services before we do. \nWe are developing frontier generative AI models and building AI capabilities into products and services across the \ncompany, tailoring them to the evolving preferences of our users and customers. AI technology and services are highly \ncompetitive, rapidly evolving, and require significant investment, including technical infrastructure, development, and \noperational costs. Our ability to deploy certain AI technologies critical for our products and services and for our \nbusiness strategy may depend on the availability and pricing of third-party equipment and other technical infrastructure \noperations costs, including network capacity, energy, and equipment costs. Additionally, other companies may develop \nTable of Contents\nAlphabet Inc.\n10.\n\nAI products and technologies that are similar or superior to our technologies or more cost-effective to develop or \ndeploy. Other companies may also have (or in the future may obtain) patents or other proprietary rights that would \nprevent, limit, or interfere with our ability to make, use, or sell our own AI products and services.\nOur financial condition and operating results may also suffer if our products and services are not responsive in a \ntimely manner to the evolving needs and desires of our users, advertisers, publishers, customers, and content \nproviders, or if we miscalculate those needs and desires and invest significantly in areas that fail to gain sufficient \nmarket traction. As new and existing technologies continue to develop, competitors and new entrants may be able to \noffer experiences that are, or that are perceived to be, substantially similar to or better than ours, and the consumers \nmay change how they obtain information online, potentially reducing the utility of our existing products and services. \nThese technologies could reduce usage of our products and services, and force us to compete in different ways and \nexpend significant resources to develop and operate equal or better products and services. Competitors' success in \nproviding compelling products and services or in attracting and retaining users, advertisers, publishers, customers, and \ncontent providers could harm our financial condition and operating results. \nOur revenue growth rate could decline over time, and we may experience downward pressure on our \noperating margin in the future. \nOur revenue growth rate could decline over time as a result of a number of factors, including changes in customer \nusage and demand for our existing products and increasing demand for competing technologies; changes in the \ndevices and modalities used to access our products and services; changes in geographic mix; deceleration or declines \nin advertiser spending; competition; decreases in the pricing of our products and services; ongoing product and policy \nchanges; and shifts to lower priced products and services. \nWe may experience downward pressure on our operating margin resulting from a variety of factors. These include \nincreasing costs for many aspects of our business resulting from a higher level of investment in technical infrastructure, \nincreasing regulations, and increasing competition. Certain of our costs and expenses are relatively fixed and may not \ncorrelate to changes in revenue, and we may also not be able to continue to drive efficiencies at the rate we have in \nthe past. We may also face margin compression from an increase in the mix of lower-margin products and services, in \nparticular from the continued expansion of our business into new fields, including products and services such as \nGoogle Cloud, our devices, and consumer subscription products, as well as significant investments in Other Bets. For \ninstance, margins on our devices have had, and may continue to have, an adverse effect on our consolidated margins \ndue to pricing pressures and higher cost of sales. Due to these factors and the evolving nature of our business, our \nhistorical revenue growth rate and historical operating margin may not be indicative of our future performance. For \nadditional information, see Trends in Our Business and Financial Effect and Revenues and Monetization Metrics in \nPart II, Item 7 of this Annual Report on Form 10-K. \nOur intellectual property rights are valuable, and any inability to protect them could reduce the value of \nour products, services, and brands as well as affect our ability to compete. \nOur patents, trademarks, trade secrets, copyrights, and other intellectual property rights are important assets for \nus. Various events outside of our control pose a threat to our intellectual property rights, as well as to our products, \nservices, and technologies. For example, effective intellectual property protection may not be available in every country \nin which our products and services are distributed or made available through the Internet. Also, the efforts we have \ntaken and may take in the future to protect our proprietary rights, including obtaining copyright and patent protections \nfor our important innovations, including AI innovations, may not be sufficient or effective. There is also the possibility \nthat an issued patent may be deemed invalid or unenforceable. \nWe also seek to maintain certain intellectual property as trade secrets. The confidentiality of such trade secrets \nand other sensitive information could be compromised, which could cause us to lose the competitive advantage \nresulting from these trade secrets. We also face risks associated with our trademarks. For example, there is a risk that \nthe word \"Google\" could become so commonly used that it becomes synonymous with the word \"search.\" Some courts \nhave ruled that \"Google\" is a protectable trademark, but it is possible that other courts, particularly those outside of the \nUS, may reach a different determination. If this happens, we could lose protection for this trademark. \nAny significant impairment of our intellectual property rights could harm our business and ability to compete. \nProtecting our intellectual property rights is costly and time consuming; any increase in unauthorized use could make it \nmore expensive to do business and harm our financial condition and operating results. \nOur business depends on strong brands, and failing to maintain and enhance our brands would hurt our \nability to expand our base of users, advertisers, customers, content providers, and other partners. \nOur strong brands have significantly contributed to the success of our business. Maintaining and enhancing the \nbrands within Google Services, Google Cloud, and Other Bets increases our ability to enter new categories and launch \nTable of Contents\nAlphabet Inc.\n11.\n\nnew and innovative products and services that better serve the needs of our users, advertisers, customers, content \nproviders, and other partners. Our brands have been, and may in the future be, harmed by a number of factors, \nincluding, among others, reputational issues, third-party content shared on our platforms, data privacy and security \nissues and developments, issues in delivering age-appropriate experiences to minors, and product or technical \nperformance failures. For example, if we fail to respond appropriately to the sharing of misinformation or objectionable \ncontent on our services or products or objectionable practices by advertisers, or otherwise to adequately address user \nconcerns, our users may lose confidence in our brands. Furthermore, failure to maintain and enhance our brands could \nharm our business, reputation, financial condition, and operating results. Our success will depend largely on our ability \nto remain a technology leader and continue to provide high-quality, trustworthy, innovative products and services that \nare truly useful and play a valuable role in a range of settings. \nWe face a number of manufacturing and supply chain risks that could affect our ability to supply our \nproducts and services and harm our business, financial condition, and operating results. \nWe rely on contract manufacturers to manufacture or assemble our devices as well as servers and networking \nequipment used in our technical infrastructure, certain components of which we may supply. We also rely on third \nparties to supply components and distribute our products and services. Our business could be harmed if we are not \nable to engage these companies with the necessary capabilities or capacity on reasonable terms, or if those we \nengage fail to meet their obligations (whether due to financial difficulties or other reasons), or make adverse changes \nin the pricing or other material terms of our arrangements with them. \nWe have experienced and may in the future experience supply shortages, price increases, quality issues, or \nlonger lead times that could harm our operations, driven by raw material or component availability, manufacturing \ncapacity, labor shortages, industry allocations, logistics capacity, inflation, foreign currency exchange rates, tariffs, \nsanctions and export controls, trade disputes and barriers, forced labor concerns, sourcing requirements, geopolitical \ntensions, armed conflicts, natural disasters or pandemics, the effects of climate change, power and transmission \navailability, and significant changes in the financial or business condition of our suppliers. Some of the components we \nuse in our technical infrastructure and our devices are available from only one or limited sources, and we may not be \nable to find replacement vendors on favorable terms in the event of a supply chain disruption. A significant supply \ninterruption that affects us or our vendors could delay critical data center or network infrastructure upgrades or \nexpansions and delay consumer product availability. \nOur ability to scale our technical infrastructure is increasingly constrained by the availability of power, water, and \nland. For example, energy supply is constrained globally due to the significant increase in demand for and limited \navailability of energy to power AI compute. Securing this capacity involves entering into complex, long-lead-time \narrangements. Additionally, manufacturing and supply of servers and network equipment for our technical \ninfrastructure, particularly for specialized AI chips, is limited to a small number of qualified suppliers. Extended or \nunforeseen disruptions at these suppliers could impact our ability to meet customer demand. Failure to secure \nsufficient capacity in a timely manner would limit our ability to train models and serve Cloud customers.\nWe may enter into long-term contracts for materials and products that commit us to significant terms and \nconditions. We may face costs for materials and products that are not consumed due to market demand, technological \nchange, excess or obsolete inventory, changed consumer preferences, quality, product recalls, and warranty issues. \nCertain of our competitors may negotiate more favorable contractual terms based on volume and other commitments \nthat may provide them with competitive advantages and may affect our supply. For example, industry supply capacity \nfor AI accelerators, including GPUs as well as our custom-built TPUs, is highly competitive and rapidly evolving. If we \nare unable to negotiate favorable contractual terms or our competitors claim the supply or capacity first, we may face \nincreased costs and supply constraints, which could harm our business, financial condition, and operating results.\nOur devices have had, and in the future may have, quality issues resulting from design, manufacturing, or \noperations. Sometimes, these issues may be caused by components we purchase from other manufacturers or \nsuppliers. In addition, quality issues with equipment used in our technical infrastructure could constrain our capacity to \nsupport the delivery and continued development of our products and services. If the quality of our products and \nservices does not meet expectations, we lack the capacity to deliver them, or our products or services are defective or \nrequire a corrective action or recall, it could harm our business, reputation, financial condition, and operating results. \nWe require our suppliers and business partners to comply with laws and, where applicable, our company policies \nand practices, such as the Google Supplier Code of Conduct, regarding workplace and employment practices, data \nsecurity, environmental compliance, and intellectual property licensing, but we do not control them or their practices. \nViolations of law or unethical business practices could result in supply chain disruptions, canceled orders, harm to key \nrelationships, and damage to our reputation. Their failure to procure necessary license rights to intellectual property \ncould affect our ability to sell our products or services and expose us to litigation or financial claims. \nTable of Contents\nAlphabet Inc.\n12.\n\nInterruption to, interference with, or failure of our complex information technology and communications \nsystems could hurt our ability to effectively provide our products and services, which could harm our \nreputation, financial condition, and operating results. \nThe availability of our products and services and fulfillment of our customer contracts depend on the continuing \noperation of our information technology and communications systems. Our systems are vulnerable to damage, \ninterference, or interruption from modifications or upgrades, terrorist attacks, state-sponsored attacks, natural disasters \nor pandemics, geopolitical tensions or armed conflicts, export controls and sanctions, tariffs and non-tariff trade \nbarriers, the effects of climate change, power and transmission availability challenges, utility outages, \ntelecommunications failures, computer viruses, software bugs, cyber attacks, supply-chain attacks, computer denial of \nservice attacks, phishing schemes, or other attempts to harm or access our systems. Some of our data centers are \nlocated in areas with a high risk of major earthquakes or other natural disasters. Our data centers are also subject to \nbreak-ins, sabotage, and intentional acts of vandalism, and, in some cases, to potential disruptions resulting from \nproblems experienced by facility operators or disruptions as a result of geopolitical tensions and conflicts happening in \nthe area. Some of our systems are not fully redundant, and disaster recovery planning cannot account for all \neventualities. The occurrence of a natural disaster or pandemic, closure of a facility, or other unanticipated problems \naffecting our data centers could result in lengthy interruptions in our service. In addition, our products and services are \nhighly technical and complex and have contained in the past, and may contain in the future, errors or vulnerabilities, \nwhich could result in interruptions in or failure of our services or systems. Any of these incidents could impede or \nprevent us from effectively offering products and providing services, which could harm our business, reputation, \nfinancial condition, and operating results. \nOur international operations expose us to additional risks that could harm our business, reputation, \nfinancial condition, and operating results.\nOur international operations are significant to our revenues and net income, and we plan to continue growing \ninternationally. International revenues accounted for approximately 52% of consolidated revenues in 2025. In addition \nto risks described elsewhere in this section, our international operations expose us to other risks, including:\n•\nrestrictions on foreign ownership and investments, and stringent foreign exchange controls that might prevent \nus from repatriating cash earned in countries outside the US;\n•\nsanctions, tariffs, import and export controls, other market access barriers, political unrest, geopolitical \ntensions, changes in regimes, or armed conflict (such as ongoing conflicts in the Middle East and Ukraine), \nany of which may affect our business continuity, increase our operating costs, limit demand for our products \nand services, limit our ability to source components or final products, or prevent or impede us from operating in \ncertain jurisdictions, complying with local laws, or offering products or services;\n•\nlonger payment cycles in some countries, increased credit risk, and higher levels of payment fraud;\n•\nan evolving foreign policy landscape that could harm our revenues and could subject us to litigation, new \nregulatory costs and challenges (including new customer requirements), uncertainty regarding regulatory \noutcomes, and other liabilities under local laws that may not offer due process or clear legal precedent;\n•\nanti-corruption laws, such as the US Foreign Corrupt Practices Act, and other local laws prohibiting certain \npayments to government officials, violations of which could result in civil and criminal penalties; and\n•\ndifferent employee/employer relationships; different labor laws, regulations, and labor practices; and other \nchallenges caused by distance, language, local expertise, and cultural differences, increasing the complexity \nof doing business in multiple jurisdictions.\nBecause we conduct business in currencies other than US dollars but report our financial results in US dollars, we \nhave faced, and will continue to face, exposure to fluctuations in foreign currency exchange rates. Although we hedge \na portion of our international currency exposure, significant fluctuations in exchange rates between the US dollar and \nforeign currencies have and may in the future adversely affect our revenues and earnings. Hedging programs are also \ninherently risky and could expose us to additional risks that could harm our financial condition and operating results. \nDisruptions in our ability to access future financing or manage our indebtedness could adversely affect \nour ability to execute our strategy and harm our financial condition.\nWe may from time to time access capital markets for debt or seek to enter into other forms of financing, such as \nleases. Any difficulty in accessing capital markets, entering into other forms of financing on favorable terms, or \nmanaging our existing indebtedness could increase our costs of financing and restrict our ability to invest in our \nbusiness. Furthermore, the combination of our current and any future indebtedness, including obligations arising under \nTable of Contents\nAlphabet Inc.\n13.\n\nleases, backstops, guarantees, and potential liabilities from large commercial agreements, could harm our financial \ncondition and reduce our financial and business flexibility.\nWe are exposed to fluctuations in the fair values of our investments and, in some instances, our financial \nstatements incorporate inherently subjective valuation methodologies. \nThe fair value of our debt and equity investments may in the future be, and certain investments have been in the \npast, negatively affected by liquidity, credit deterioration or losses, performance and financial results of the underlying \nentities, foreign exchange rates, changes in interest rates, the effect of new or changing regulations, the stock market \nin general, or other factors. As a result of these factors, the value of our investments could significantly decline, which \ncould harm our financial condition and operating results.\nWe measure certain of our non-marketable equity and debt securities, and certain other instruments including \nstock-based compensation (SBC) awards of Other Bet companies, at fair value on a nonrecurring basis, which is \ninherently subjective and requires management judgment and estimation. Gains and losses on non-marketable equity \nsecurities are recognized in other income (expense), net (OI&E), which increases the volatility of our OI&E. The \nunrealized gains and losses or impairments we record from fair value remeasurements in any particular period may \ndiffer significantly from the gains and losses we ultimately realize on such investments. Changes in fair value on SBC \nawards are recognized primarily through operating expenses.\nRisks Related to our Industry \nIssues in the development and use of AI may result in reputational harm and increased liability exposure. \nOur evolving AI-enabled products and services may give rise to risks related to harmful content, inaccuracies, \ndiscrimination, intellectual property infringement or misappropriation, violation of rights of publicity, defamation, data \nprivacy, cybersecurity, minor protection, and other issues. As a result of these and other challenges associated with \ninnovative technologies, our implementation of AI systems could subject us to competitive harm, regulatory action, \nlegal liability (including under new and proposed legislation and regulations), new applications of existing data \nprotection, privacy, intellectual property, and other laws, and brand or reputational harm. \nSome uses of AI will present ethical issues and may have broad effects on society. In order to implement AI \nresponsibly and minimize unintended harmful effects, we have already devoted and will continue to invest significant \nresources to develop, test, and maintain our products and services, but we may not be able to identify or resolve all AI-\nrelated issues, deficiencies, and failures before they arise. Unintended consequences, uses, or customization of our AI \ntools and systems may negatively affect human rights, privacy, employment, or other social concerns, which may result \nin claims, lawsuits, brand or reputational harm, and increased regulatory scrutiny, any of which could harm our \nbusiness, financial condition, and operating results.\nPeople access our products and services through a variety of platforms and devices that continue to \nevolve with the advancement of technology and user preferences. If manufacturers and users do not widely \nadopt versions of our products and services developed for these interfaces, our business could be harmed. \nWhile the modalities used to access information is evolving, people access our products and services through a \ngrowing variety of devices such as phones, laptops and tablets, video game consoles, voice-activated speakers, \nwearables (including virtual reality and augmented reality devices), automobiles, and television-streaming devices. Our \nproducts and services may be less popular on some interfaces. Each manufacturer or distributor may establish unique \ntechnical standards for its devices, and our products and services may not be available or may only be available with \nlimited functionality for our users or our advertisers on these devices as a result. Some manufacturers may also elect \nnot to include our products on their devices. \nIt is hard to predict the challenges we may encounter in adapting our products and services and developing \ncompetitive new products and services. We expect to continue to devote significant resources to creating and \nsupporting products and services across multiple platforms and devices. Failing to attract and retain a substantial \nnumber of device manufacturers, suppliers, distributors, developers, and users, or failing to develop products and \ntechnologies that work well on new devices and platforms, could harm our business, financial condition, and operating \nresults and ability to capture future business opportunities. \nProblematic content on our platforms, including low-quality user-generated content, web spam, content \nfarms, and other violations of our guidelines could affect the quality of our services, which could harm our \nreputation and deter our current and potential users from using our products and services. \nWe, like others in the industry, face violations of our content guidelines across our platforms, including \nsophisticated attempts by bad actors to manipulate our hosting and advertising systems to fraudulently generate \nrevenues, or to otherwise generate traffic that does not represent genuine user interest or intent. While we invest \nTable of Contents\nAlphabet Inc.\n14.\n\nsignificantly in efforts to promote high-quality and relevant results and to detect and prevent low-quality content and \ninvalid traffic, we have been unable and may continue to be unable to detect and prevent all such abuses or promote \nuniformly high-quality content. Increased use of AI in our offerings and internal systems may create new instances of \nproblematic content and increased potential for misuse and abuse.\nMany websites violate or attempt to violate our guidelines, including by seeking to inappropriately rank higher in \nsearch results than our search engine's assessment of their relevance and utility would rank them. Such efforts have \naffected, and may continue to affect, the quality of content on our platforms and lead them to display false, misleading, \nor undesirable content. Although English-language web spam in our search results has been reduced, and web spam \nin most other languages is limited, we expect web spammers will continue to seek inappropriate ways to improve their \nrankings. Although we continue to invest in and deploy proprietary technology to detect and prevent web spam on our \nplatforms and to evolve our policies to address emerging threats, there is no guarantee that our technology and policy \nenforcement will always be successful, and our users may have negative experiences that make them less likely to \nuse our platforms. We face legal and regulatory challenges to our efforts to address low-quality content, and our ability \nto address it may be constrained or made more costly through added compliance requirements. We also face other \nchallenges to the quality of our search results from low-quality and irrelevant content websites, including content farms, \nwhich are websites that generate large quantities of low-quality content in an effort to improve their search rankings. \nWe are continually launching algorithmic changes designed to detect and prevent these efforts, but we may not always \nbe successful. We also face other challenges on our platforms, including attempted election interference; fraud, \ncontent inappropriate for minors, misleading or deceptive information, and other types of potentially harmful content. \nIf we fail to either detect and prevent an increase in problematic content or effectively promote high-quality \ncontent, it could hurt our reputation for delivering relevant information or reduce use of our platforms, harming our \nfinancial condition and operating results. It may also subject us to litigation and regulatory actions, which could result in \nmonetary penalties and damages and divert management's time and attention.\nData privacy and security concerns relating to our technology and our practices could harm our \nreputation, cause us to incur significant liability, and deter current and potential users or customers from \nusing our products and services. Computer viruses, software bugs or defects, security breaches, and attacks \non our systems could result in the improper disclosure and use of user data and interference with our users' \nand customers' ability to use our products and services, harming our business and reputation. \nConcerns about, including the adequacy of, our practices with regard to the collection, use, governance, \ndisclosure, or security of personal data or other data-privacy-related matters, even if unfounded, could harm our \nbusiness, reputation, financial condition, and operating results. Our policies and practices may change over time as \nexpectations and regulations regarding privacy and data change. \nOur products and services involve the storage, handling, and transmission of proprietary and other sensitive \ninformation. Malicious software such as viruses, software bugs, theft, misuse, defects, vulnerabilities in our products \nand services, as well as cyber attacks, phishing schemes, and other types of security attacks, which increasingly use \nAI, expose us to a risk of loss or improper use and disclosure of such information, which could result in litigation and \nother potential liabilities, including regulatory fines and penalties, as well as reputational harm. Additionally, our \nproducts incorporate highly technical and complex technologies, and thus our technologies and software have \ncontained, and are likely in the future to contain, undetected errors, bugs, or vulnerabilities. We continue to add new \nfeatures involving AI to our offerings and internal systems, and features that rely on AI may be susceptible to \nunanticipated security threats as our and the market's understanding of AI-centric security risks and protection \nmethods continue to develop. We have in the past discovered, and may in the future discover, some errors in our \nsoftware code only after we have released the code. Systems and control failures, security breaches, failure to comply \nwith our privacy policies, and inadvertent disclosure of user data could result in regulatory and legal exposure, \nseriously harm our reputation, brand, and business, and impair our ability to attract and retain users or customers. \nSuch incidents have occurred in the past and may continue to occur due to the scale and nature of our products and \nservices. While there is no guarantee that such incidents will not cause significant damage, we expect to continue to \nexpend significant resources to maintain security protections that limit the effect of bugs, theft, misuse, and security \nvulnerabilities or breaches. \nWe experience cyber attacks and other attempts to gain unauthorized access to our systems on a regular basis. \nCyber attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods \nof time. The development and implementation of AI technologies may further increase our exposure to or exacerbate \nthe risks of cyber attacks or other security incidents, particularly where such technologies are exploited by third parties \nto breach our or other parties' systems, including when such technologies are used to target our employees or \nimpersonate members of senior management in order to gain unauthorized access to our systems. We have also \nseen, and will continue to see, industry-wide software supply chain vulnerabilities and attacks on telecommunications \nTable of Contents\nAlphabet Inc.\n15.\n\nand other critical infrastructure, which could affect our or other parties' systems. We expect to continue to experience \nsuch incidents or vulnerabilities in the future. Our efforts to prevent security incidents and address undesirable activity \non our platform may require us to spend additional resources to prepare and defend against such threats, and could \nalso increase the risk of retaliatory attack. In addition, we face the risk of cyber attacks and data exfiltration or \ncompromise by nation-states and state-sponsored actors. These attacks may target us or our customers, particularly \nour public sector customers (including federal, state, and local governments). Geopolitical tensions or armed conflicts, \nsuch as the ongoing conflict in the Middle East and Ukraine, may increase these risks. \nWe may experience security and privacy issues, whether due to employee or insider error or malfeasance, \nsystem errors, or vulnerabilities in our or other parties' systems. While we may not determine some of these issues to \nbe material when they occur and may remedy them quickly, there is no guarantee that these issues will not ultimately \nresult in significant legal, financial, and reputational harm, including government inquiries, enforcement actions, \nlitigation, and negative publicity. There is also no guarantee that a series of related issues may not be determined to be \nmaterial at a later date in the aggregate, even if they may not be material individually at the time of their occurrence. \nBecause the techniques used to obtain unauthorized access to, disable, or degrade service provided by or otherwise \nsabotage systems change frequently and often are recognized only after being launched against a target, even taking \nall reasonable precautions, including those required by law, we have been unable in the past and may continue to be \nunable to anticipate or detect certain attacks or vulnerabilities or implement adequate preventative measures. \nFurther, if any partners with whom we share user or other customer information fail to implement adequate data-\nsecurity practices, fail to comply with our terms and policies, or otherwise suffer a network or other security breach, our \nusers' data may be improperly accessed, used, or disclosed. If an actual or perceived breach of our or our business \npartners' or service providers' security occurs, the market perception of the effectiveness of our security measures \nwould be harmed, we could lose users and customers, our trade secrets or those of our business partners may be \ncompromised, and we may be exposed to significant legal and financial risks, including legal claims (which may \ninclude class-action litigation) and regulatory actions, fines, and penalties. Any of the foregoing consequences could \nharm our business, reputation, financial condition, and operating results. \nWhile we have dedicated significant resources to privacy and security incident response capabilities, including \ndedicated worldwide incident response teams, our response process, particularly during times of a natural disaster or \npandemic, may not be adequate, may fail to accurately assess the severity of an incident, may not be fast enough to \nprevent or limit harm, or may fail to sufficiently remediate an incident. As a result, we may suffer significant legal, \nreputational, or financial exposure, which could harm our business, financial condition, and operating results. \nFor additional information, see also our risk factor on privacy and data protection regulations under 'Risks Related \nto Laws, Regulations, and Policies' below.\nOur ongoing investments in safety, security, and content review will likely continue to identify abuse of \nour platforms and misuse of user data. \nIn addition to our efforts to prevent and mitigate cyber attacks, we are making significant investments in safety, \nsecurity, and review efforts to combat misuse of our services and unauthorized access to user data by third parties, \nincluding investigation and review of platform applications that could access the information of users of our services. \nAs a result of these efforts, we have in the past discovered, and may in the future discover, incidents of unnecessary \naccess to or misuse of user data or other undesirable activity by third parties. However, we may not have discovered, \nand may in the future not discover, all such incidents or activity, whether as a result of our data limitations, including \nour lack of visibility over our encrypted services, the scale of activity on our platform, or other factors, including factors \noutside of our control such as a natural disaster or pandemic, and we may learn of such incidents or activity via third \nparties. Such incidents and activities may include the use of user data or our systems in a manner inconsistent with our \nterms, contracts, or policies, the existence of false or undesirable user accounts, election interference, improper ad \npurchases, activities that threaten people's safety on- or off-line, or instances of spamming, scraping, or spreading \ndisinformation. While we may not determine some of these incidents to be material at the time they occurred and we \nmay remedy them quickly, there is no guarantee that these issues will not ultimately result in significant legal, financial, \nand reputational harm, including government inquiries and enforcement actions, litigation, and negative publicity. There \nis also no guarantee that a series of related issues may not be determined to be material at a later date in the \naggregate, even if they may not be material individually at the time of their occurrence. \nWe may also be unsuccessful in our efforts to enforce our policies or otherwise prevent or remediate any such \nincidents. Any of the foregoing developments may negatively affect user trust and engagement, harm our reputation \nand brands, require us to change our business practices in ways that harm our business operations, and adversely \naffect our business and financial results. Any such developments may also subject us to additional litigation and \nTable of Contents\nAlphabet Inc.\n16.\n\nregulatory inquiries, which could result in monetary penalties and damages, divert management's time and attention, \nand lead to enhanced regulatory oversight. \nOur business depends on continued and unimpeded access to the Internet by us and our users. Internet \naccess providers may be able to restrict, block, degrade, or charge for access to certain of our products and \nservices, which could lead to additional expenses and the loss of users and advertisers. \nOur products and services depend on the ability of our users to access the Internet, and certain of our products \nrequire significant network capacity to work effectively. Currently, this access is provided by companies that have \nsignificant market power in the broadband and internet access marketplace, including incumbent telephone \ncompanies, cable companies, mobile communications companies, and government-owned service providers. Some of \nthese providers have taken, or have stated that they may take, measures that could degrade, disrupt, or increase the \ncost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or \nfacilitate our offerings, by charging increased fees to us or our users to provide our offerings, or by providing our \ncompetitors preferential access. Some jurisdictions have adopted regulations prohibiting certain forms of discrimination \nby internet access providers; however, substantial uncertainty exists in the US and elsewhere regarding such \nprotections. In addition, in some jurisdictions, our products and services have been subject to government-initiated \nrestrictions or blockages. These could harm existing key relationships, including with our users, customers, \nadvertisers, and content providers, and impair our ability to attract new ones; harm our reputation; and increase costs, \nthereby negatively affecting our business. \nRisks Related to Laws, Regulations, and Policies \nWe are subject to a variety of new, existing, and changing laws and regulations worldwide that could \nharm our business, and will likely be subject to an even broader scope of laws and regulations as we continue \nto expand our business. \nWe are subject to numerous US federal and state as well as foreign laws and regulations covering a wide variety \nof subjects, and our introduction of new businesses, products, services, and technologies will likely continue to subject \nus to additional laws and regulations. In recent years, governments around the world have proposed and adopted a \nlarge number of new laws and regulations relevant to the digital economy, particularly in the areas of data privacy and \nsecurity, competition, AI, and online content. The costs of compliance with these measures are high and are likely to \nincrease in the future, including as a result of differing, and sometimes conflicting, laws and regulations. \nNew or changing laws and regulations, or interpretations or applications of existing laws and regulations in a \nmanner inconsistent with our interpretations of such laws and regulations or our practices, have resulted in, and may \ncontinue to result in, less useful products and services, altered business models and operations, limited ability to \npursue certain business practices or offer certain products and services, substantial costs, and civil or criminal liability. \nExamples include laws and regulations regarding: \n•\nCompetition and technology platforms' business practices: Laws and regulations focused on large \ntechnology platforms, including the Digital Markets Act in the European Union (EU) and the Act on Promotion \nof Competition for Specified Smartphone Software in Japan; regulations and legal settlements in the US, \nSouth Korea, and elsewhere that affect Google Play's billing policies, fees, and business model; as well as \nlitigation and new and expected regulations in a range of jurisdictions.\n•\nAI: Laws and regulations focused on the development, use, and provision of AI technologies and other digital \nproducts and services, which could result in monetary penalties or other regulatory actions. For example, the \nEU AI Act came into force on August 1, 2024, and will generally become fully applicable after a two-year \ntransitional period (although certain obligations have already taken effect). The EU AI Act introduces various \nrequirements for AI systems and models placed on the market in the EU, including specific transparency, \nsafety, and copyright requirements for general purpose AI systems and the models on which those systems \nare based. Various countries, including Brazil, India, Japan, South Korea, Singapore, and Vietnam, have also \nenacted or are considering enacting regulations focused on AI. In the US, an increasing amount of legislative \nand regulatory activity regarding AI is taking place at the state level. In 2025, state legislatures considered \nmore than 1,000 AI-related bills, including on fundamental model research and development, synthetic media, \nalgorithmic decision-making, and many others, and took a variety of approaches to AI regulation. For instance, \nin 2025, California and New York passed the Transparency in Frontier Artificial Intelligence Act and the \nResponsible AI Safety and Education Act, respectively, each of which imposes safety and reporting obligations \non developers of frontier models. At the same time, the White House's Executive Order, Removing Barriers to \nAmerican Leadership in Artificial Intelligence, prioritizes deregulation, while its AI Action Plan emphasizes \naccelerating American innovation leadership. \nTable of Contents\nAlphabet Inc.\n17.\n\n•\nData privacy, collection, processing, and portability: Laws and regulations further restricting the collection, \nprocessing, or sharing of user or advertising-related data, including privacy and data protection laws; laws \naffecting the processing of children's data (as discussed further below), data breach notification laws; laws \nlimiting data transfers (including data localization laws); laws limiting use of data for AI training; and laws \nrequiring data portability. \n•\nCopyright and other intellectual property: Copyright and related laws, including the EU Directive on \nCopyright in the Digital Single Market and European Economic Area transpositions, which have introduced \nnew licensing regimes, increase liability with respect to content uploaded by users or linked to from our \nplatforms, or create property rights in news publications that could require payments to news agencies and \npublishers, which may result in other regulatory actions. The scope of the text and data mining exception is \nbeing challenged before courts in the EU, which could harm some aspects of our business. \n•\nContent moderation: Various laws covering content moderation and removal, and related disclosure \nobligations, such as the EU's Digital Services Act, Florida's Senate Bill 7072 and Texas' House Bill 20, and \nlaws and proposed legislation in Singapore, Australia, and the United Kingdom (UK) that impose penalties for \nfailure to remove certain types of content or require disclosure of information about the operation of our \nservices and algorithms, which may make it harder for services like Google Search and YouTube to detect and \nlimit low-quality, deceptive, or harmful content, or, on the other hand, may impinge on the rights of free \nexpression and access to content. Additionally, new regulations apply to online child safety, including access \nand content restrictions as well as other limitations for minors, which may also conflict with rights of free \nexpression and access to information. These regulations could result in our having to modify our products and \nservices and monitor minors' experiences on our products and services.\n•\nConsumer protection: Consumer protection laws, including the EU's New Deal for Consumers, which could \nresult in monetary penalties and create a range of new compliance obligations.\nIn addition, the applicability and scope of these and other laws and regulations, as interpreted by courts, \nregulators, or administrative bodies, remain uncertain and could be interpreted in ways that harm our business. For \nexample, we rely on statutory safe harbors, like those set forth in the Digital Millennium Copyright Act and Section 230 \nof the Communications Decency Act in the US and the Digital Services Act in Europe, to protect against liability for \nvarious linking, caching, ranking, recommending, and hosting activities. Legislation or court rulings affecting these safe \nharbors may harm us and may impose significant operational challenges. There are legislative proposals and pending \nlitigation in the US, EU, and around the world that could diminish or eliminate safe harbor protection for websites and \nonline platforms. Our development, use, and commercialization of AI products and services (including our \nimplementation of AI in our offerings and internal systems) could subject us to regulatory action and legal liability, \nincluding under specific legislation regulating AI, as well as new applications of existing data protection, cybersecurity, \nprivacy, intellectual property, and other laws.\nFurther, we are subject to evolving laws, regulations, policies, and international accords relating to matters \nbeyond our core products and services, including environmental sustainability, climate change, human capital, and \nemployment matters. In response, we have implemented robust programs and initiatives and adopted reporting \nframeworks and principles that may require considerable investments. For instance, AI's energy and water demands \nhave made efforts to reduce our emissions more complex and challenging across every level. We cannot guarantee \nthat our initiatives will be fully realized on the timelines we expect or at all, and projects that are completed as planned \nmay not achieve the results we anticipate.\nWe are and may continue to be subject to claims, lawsuits, regulatory and government inquiries and \ninvestigations, enforcement actions, consent orders, and other forms of regulatory scrutiny and legal liability, \nincluding competition matters, that could harm our business, reputation, financial condition, and operating \nresults.\nWe are subject to claims, lawsuits, regulatory and government inquiries and investigations, other proceedings, \nand orders involving competition, intellectual property, data privacy and security, tax and related compliance, labor and \nemployment, commercial disputes, content generated by our users, goods and services offered by advertisers or \npublishers using our platforms, design of our products and services, personal injury and other tort and nuisance \ntheories, consumer protection claims, including how we moderate content on our platforms, AI, and other matters.\nThe US Department of Justice (DOJ), various states, and other plaintiffs have filed, and may continue to file in the \nfuture, several antitrust lawsuits about aspects of our business, including our advertising technologies and practices, \nthe operation and distribution of Google Search, and the operation and distribution of Android operating system and \nPlay Store. If we are unsuccessful in these lawsuits, we could face significant expenses to implement the remedies, \nand such costs and alterations could harm our business, reputation, financial condition, and operating results.\nTable of Contents\nAlphabet Inc.\n18.\n\nFor example, the DOJ and a number of state Attorneys General filed a lawsuit concerning our Search and Search \nadvertising practices and our compliance with US antitrust laws. In August 2024, the US District Court for the District of \nColumbia ruled against Google, and in December 2025, entered a final judgment requiring remedies, which, among \nother things, imposes restrictions on how we distribute our services and requires us to share certain search data with \nand offer syndication services to certain competitors. In January 2026, we appealed the final judgment and moved to \npause implementation of certain remedies. In February 2026, the DOJ and state Attorneys General also appealed. \nFurthermore, in December 2020, a number of state Attorneys General, led by the Texas Attorney General, filed a \nlawsuit in the US District Court for the Eastern District of Texas concerning our advertising technology and our \ncompliance with US antitrust laws and other laws. In January 2023, the DOJ and a number of state Attorneys General \nsued in the Eastern District of Virginia alleging similar antitrust violations relating to our advertising technology. In April \n2025, the presiding judge issued a mixed decision in the DOJ case against us, ruling that neither our advertiser tools \nnor the DoubleClick and AdMeld acquisitions were anticompetitive, but that our publisher tools unfairly excluded rivals. \nA separate proceeding to determine remedies, the range of which varies widely, took place in September 2025 with the \nparties presenting differing remedy proposals. The DOJ's remedy proposal includes structural remedies that could \nharm our business. Closing arguments were held in November 2025, and we are awaiting a final judgment. After that \njudgment, we plan to appeal the adverse portion of the April 2025 decision and potentially aspects of the remedies \ndecision. A trial in the state Attorneys General case in the Eastern District of Texas will take place after a decision on \nremedies is issued in the DOJ advertising technology case, and could result in remedies that could harm our business, \nreputation, financial condition, and operating results. \nIn addition to these regulatory proceedings, private individual and collective actions that overlap with claims \npursued by regulators are pending in the US and in several other jurisdictions. Adverse results in these or similar future \nlawsuits may include awards of monetary damages and remedies that could harm our business, reputation, financial \ncondition, and operating results.\nOther regulatory agencies in the US and around the world, including competition enforcers, consumer protection \nagencies, and data protection authorities, have challenged and may continue to challenge our business practices and \ncompliance with laws and regulations. We are cooperating with these investigations and defending litigation or \nappealing decisions where appropriate.\nWe are also subject to a variety of claims including product warranty, product liability, and consumer protection \nclaims related to product defects, among other litigation, and we may also be subject to claims involving health and \nsafety, hazardous materials usage, other environmental effects, AI training, development, and commercialization, or \nservice disruptions or failures. Claims have been brought, and we expect will continue to be brought, against us for \ndefamation, negligence, breaches of contract, patent, copyright, and trademark infringement, unfair competition, \nunlawful activity, torts, privacy rights violations, fraud, or other legal theories based on the nature and content of \ninformation available on or via our services, the design and effect of our products and services, or due to our \ninvolvement in hosting, transmitting, marketing, branding, or providing access to content created by third parties.\nVarious laws, regulations, investigations, enforcement lawsuits, and regulatory actions have involved in the past, \nand may in the future result in substantial fines and penalties, injunctive relief, ongoing monitoring and auditing \nobligations, changes to our products and services, alterations to our business models and operations, including \ndivestiture, and collateral related civil litigation or other adverse consequences. Any of these legal proceedings could \nalso result in legal costs, diversion of management resources, and negative publicity, all of which could harm our \nbusiness, reputation, financial condition, and operating results.\nEstimating liabilities for our pending proceedings is a complex, fact-specific, and speculative process that requires \nsignificant judgment, and the amounts we are ultimately liable for may differ from our estimates. The resolution of one \nor more such proceedings has resulted in, and may in the future result in, additional substantial fines, penalties, \ninjunctions, and other sanctions that could harm our business, reputation, financial condition, and operating results. \nFor additional information about the ongoing material legal proceedings to which we are subject, see Legal \nProceedings in Item 3 of this Annual Report on Form 10-K.\nPrivacy, data protection, data usage, and portability regulations are complex and rapidly evolving areas. \nAny failure or alleged failure to comply with these laws could harm our business, reputation, financial \ncondition, and operating results. \nAuthorities around the world have adopted and are considering a number of legislative and regulatory proposals \nconcerning data protection, data usage and portability, and encryption of user data. Additionally, the increasing \nadoption of AI technologies, which rely on the collection of large amounts of data and use of such data for training \npurposes, has led data protection authorities around the world to consider and adopt new and evolving interpretations \nTable of Contents\nAlphabet Inc.\n19.\n\nof data protection laws, imposing specific obligations with respect to the processing of personal data, including \nrequired notices, consents, and opt-outs. Further, the increased risk of inadvertent disclosure of confidential \ninformation or personal data in connection with the utilization of AI technologies may result in stronger regulatory \nscrutiny, leading to legal and regulatory investigations and enforcement actions that could harm our business, even if \nunfounded. Adverse legal rulings, legislation, or regulation have resulted in, and may continue to result in, fines and \norders requiring that we change our practices, which have had and could continue to have an adverse effect on how \nwe provide services, harming our business, reputation, financial condition, and operating results. These laws and \nregulations are evolving and subject to interpretation, and compliance obligations could cause us to incur substantial \ncosts or harm the quality and operations of our products and services in ways that harm our business. Examples of \nthese laws include: \n•\nThe EU General Data Protection Regulation and the UK General Data Protection Regulations, which apply to \nall of our activities conducted from an establishment in the EU or the UK, respectively, or related to products \nand services that we offer to EU or the UK users or customers, respectively, or the monitoring of their behavior \nin the EU or the UK, respectively.\n•\nVarious US federal, US state, and foreign privacy laws related to the processing and security of personal data, \nincluding (1) comprehensive privacy laws that provide data privacy rights (including, in California, a private \nright of action in the event of a data breach resulting from our failure to implement and maintain reasonable \nsecurity procedures and practices) and impose significant obligations on controllers and processors of \nconsumer data; (2) laws imposing obligations on businesses that collect or disclose biometric information \n(including, in Colorado, Illinois, Texas, and Washington); (3) laws governing the collection and processing of \nchildren and minor's data and how companies provide age-appropriate online experiences (including, in the \nUS, the Children's Online Privacy Protection Act of 1998; the pending Children and Teens' Online Privacy \nProtection Act (COPPA 2.0); similar US state laws related to children's privacy, such as the New York Child \nData Protection Act; and the UK's Age-Appropriate Design Code); and (4) laws regulating internet-connected \ndevices (such as, in California, the Internet of Things Security Law).\n•\nThe EU's Digital Markets Act, which requires in-scope companies to obtain user consent for combining data \nacross certain products and require search engines to share anonymized data with rival companies, among \nother changes; and the EU Data Act, which introduces new data portability requirements with respect to \nconnected products (i.e., 'internet of things' products) and related services, as well as interoperability \nobligations on data processing services. \nFurther, we are subject to evolving laws and regulations that dictate whether, how, and under what circumstances \nwe can transfer, process, or receive personal data, as well as ongoing enforcement actions from supervisory \nauthorities related to cross-border transfers of personal data. The validity of various data transfer mechanisms we \ncurrently rely upon remains subject to legal, regulatory, and political developments globally, which may require us to \nadapt our existing arrangements.\nWe face, and may continue to face, intellectual property infringement or misappropriation, violation of \nrights of publicity, and other claims that could be costly to defend, result in significant damage awards or \nother costs (including indemnification awards), and limit our ability to use certain technologies. \nWe, like other internet, technology, and media companies, are frequently subject to litigation based on allegations \nof infringement or other violations of intellectual property rights, including patent, copyright, trade secrets, and \ntrademarks. Parties have also sought broad injunctive relief against us by filing claims in US and international courts \nand the US International Trade Commission (ITC) for exclusion and cease-and-desist orders. In addition, patent-\nholding companies may frequently seek to generate income from patents they have obtained by bringing claims \nagainst us. As we continue to expand our business, intellectual property claims against us have increased and may \ncontinue to increase as we develop and acquire new products, services, and technologies, including AI technologies. \nAdverse results in any of these lawsuits may include awards of monetary damages, costly royalty or licensing \nagreements (if licenses are available at all), or orders limiting our ability to sell our products and services in the US or \nelsewhere, including by preventing us from offering certain features, functionalities, products, or services in certain \njurisdictions. They may also cause us to change our business practices in ways that could result in a loss of revenues \nfor us and otherwise harm our business. \nMany of our agreements with our customers and partners, including certain suppliers, require us to defend \nagainst certain intellectual property infringement claims and in some cases indemnify them for certain intellectual \nproperty infringement claims against them, which could result in increased costs for defending such claims or \nsignificant damages if there were an adverse ruling in any such claims. Such customers and partners may also \ndiscontinue the use of our products, services, and technologies, as a result of injunctions or otherwise, which could \nTable of Contents\nAlphabet Inc.\n20.\n\nresult in loss of revenues and harm our business. Moreover, intellectual property indemnities provided to us by our \nsuppliers, when obtainable, may not cover all damages and losses suffered by us and our customers arising from \nintellectual property infringement claims. Furthermore, in connection with our divestitures, we have agreed, and may in \nthe future agree, to provide indemnification for certain potential liabilities, including those associated with intellectual \nproperty claims. Regardless of their merits, intellectual property claims are often time consuming and expensive to \nlitigate or settle. To the extent such claims are successful, they could harm our business, including our product and \nservice offerings, financial condition, and operating results. \nWe could be subject to changes in tax rates, the adoption of new US or international tax legislation, or \nexposure to additional tax liabilities. \nWe are subject to a variety of taxes and tax collection obligations in the US and numerous foreign jurisdictions. \nOur effective tax rates are affected by a variety of factors, including changes in the mix of earnings in jurisdictions with \ndifferent statutory tax rates, net gains and losses on hedges and related transactions under our foreign exchange risk \nmanagement program, changes in our stock price for shares issued as employee compensation, changes in the \nvaluation of our deferred tax assets or liabilities, and the application of different provisions of tax laws or changes in tax \nlaws, regulations, or accounting principles (including changes in the interpretation of existing laws). Further, if we are \nunable or fail to collect taxes on behalf of customers, employees, and partners as the withholding agent, we could \nbecome liable for taxes that are levied against third parties. \nWe are subject to regular review and audit by both domestic and foreign tax authorities. As a result, we have \nreceived, and may in the future receive, assessments in multiple jurisdictions, on various tax-related assertions, such \nas transfer-pricing adjustments or permanent-establishment claims. Any adverse outcome of such a review or audit \ncould harm our financial condition and operating results, require adverse changes to our business practices, or subject \nus to additional litigation and regulatory inquiries. In addition, the determination of our worldwide provision for income \ntaxes and other tax liabilities requires significant judgment and often involves uncertainty. Although we believe our \nestimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements \nand may affect our financial results in the period or periods for which such determination is made. \nFurther, due to shifting economic and political conditions, tax policies, laws, or rates in various jurisdictions may \nbe subject to significant changes in ways that could harm our financial condition and operating results. For example, \nvarious jurisdictions around the world have enacted or are considering revenue-based taxes such as digital services \ntaxes and other targeted taxes, which could lead to inconsistent and potentially overlapping international tax regimes. \nThe US has imposed a 1% excise tax on the fair market value of shares repurchased, which could increase in the \nfuture. Over 140 countries are negotiating changes to international tax policies led by the Organization for Economic \nCooperation and Development (OECD), including a 15% global minimum tax rate. In January 2026, the OECD \nannounced a \"Side-by-Side Safe Harbor\" that exempts US operations of US-parented companies from global minimum \ntax rules. Adoption of minimum tax rules outside the US could increase our effective tax rate and cash tax payments.\nRisks Related to Ownership of Our Stock \nWe cannot guarantee that any share repurchase program or dividend program will be continuously active \nor fully consummated or will enhance long-term stockholder value, and share repurchases or dividends could \nincrease the volatility of our stock prices and could diminish our cash reserves.\nWe engage in share repurchases of our Class A and Class C stock from time to time in accordance with \nauthorizations from the Board of Directors of Alphabet. Our repurchase program does not have an expiration date and \ndoes not obligate Alphabet to repurchase any specific dollar amount or to acquire any specific number of shares. Our \ncash dividend program pays regular cash dividends to our Class A, Class B, and Class C stockholders. Any and all \nfuture cash dividends are subject to declaration by our Board of Directors in its sole discretion, and in accordance with \nthe requirements of any applicable laws, rules, and regulations, including the Delaware General Corporation Law. Our \ncash dividend program does not require, and our Board of Directors may decide not to declare, a cash dividend each \nquarter, and does not obligate our Board of Directors to declare a dividend at any specific dollar amount per share. Any \nsuch decision by our Board of Directors may depend on a variety of factors that it may deem relevant, including but not \nlimited to our earnings, liquidity, financial condition, other capital deployment opportunities, level of indebtedness, and \ngeneral market conditions. Our share repurchases and dividends could affect our share trading prices, increase their \nvolatility, reduce our cash reserves and may be suspended or terminated at any time, which may result in a decrease \nin the trading prices of our stock. \nThe concentration of our stock ownership limits our stockholders' ability to influence corporate matters. \nOur Class B stock has 10 votes per share, our Class A stock has one vote per share, and our Class C stock has \nno voting rights. As of December 31, 2025, Larry Page and Sergey Brin beneficially owned approximately 89.3% of our \nTable of Contents\nAlphabet Inc.\n21.\n\noutstanding Class B stock, which represented approximately 52.7% of the voting power of our outstanding common \nstock. Through their stock ownership, Larry and Sergey have significant influence over all matters requiring \nstockholder approval, including the election of directors and significant corporate transactions, such as a merger or \nother sale of our company or our assets, for the foreseeable future. In addition, because our Class C stock carries no \nvoting rights (except as required by applicable law), the issuance of the Class C stock, including in future stock-based \nacquisition transactions and to fund employee equity incentive programs, could continue Larry and Sergey's current \nrelative voting power and their ability to elect all of our directors and to determine the outcome of most matters \nsubmitted to a vote of our stockholders. The share repurchases made pursuant to our repurchase program may also \naffect Larry and Sergey's relative voting power. This concentrated control limits or severely restricts other stockholders' \nability to influence corporate matters and we may take actions that some of our stockholders do not view as beneficial, \nwhich could reduce the market price of our Class A stock and our Class C stock. \nProvisions in our charter documents and under Delaware law could discourage a takeover that \nstockholders may consider favorable. \nProvisions in Alphabet's certificate of incorporation and bylaws may have the effect of delaying or preventing a \nchange of control or changes in our management. These provisions include the following: \n•\nOur Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of \nDirectors or the resignation, death, or removal of a director.\n•\nOur stockholders may not act by written consent, which makes it difficult to take certain actions without holding \na stockholders' meeting.\n•\nOur certificate of incorporation prohibits cumulative voting in the election of directors. This limits the ability of \nminority stockholders to elect director candidates.\n•\nStockholders must provide advance notice to nominate individuals for election to the Board of Directors or to \npropose matters that can be acted upon at a stockholders' meeting. These provisions may discourage or deter \na potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or \notherwise attempting to obtain control of our company. \n•\nOur Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock, \nwhich makes it possible for our Board of Directors to issue preferred stock with voting or other rights or \npreferences that could impede the success of any attempt to acquire us. \nAs a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware \nlaw, a corporation may not engage in a business combination with any holder of 15% or more of its outstanding voting \nstock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved \nthe transaction. Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us. \nGeneral Risks \nOur operating results may fluctuate, which makes our results difficult to predict and could cause our \nresults to fall short of expectations. \nOur operating results have fluctuated, and may in the future fluctuate, as a result of a number of factors, many \noutside of our control, including the cyclical nature and seasonality in our business and geopolitical events. As a result, \ncomparing our operating results (including our expenses as a percentage of our revenues) on a period-to-period basis \nmay not be meaningful, and our past results should not be relied on as an indication of our future performance. \nConsequently, our operating results in future quarters may fall below expectations. \nAcquisitions, joint ventures, investments, and divestitures could result in operating difficulties, dilution, \nand other consequences that could harm our business, financial condition, and operating results. \nAcquisitions, joint ventures, investments, and divestitures are important elements of our overall corporate strategy \nand use of capital, and these transactions could be material to our financial condition and operating results. We expect \nto continue to evaluate and enter into discussions regarding a wide array of such potential strategic arrangements, \nwhich could create unforeseen operating difficulties and expenditures. Some of the areas where we face risks include: \n•\ndiversion of management time and focus from operating our business to challenges related to acquisitions and \nother strategic arrangements; \n•\nfailure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions \nplaced upon approval, either of which could, among other things, delay or prevent us from completing a \ntransaction, result in the payment of fees or penalties to a counterparty, or otherwise restrict our ability to \nTable of Contents\nAlphabet Inc.\n22.\n\nrealize the expected financial or strategic goals of a transaction; or investigations or litigation by governmental \nauthorities related to our acquisitions, investments, and other strategic arrangements;\n•\nfailure to successfully integrate the acquired operations, technologies, services, and personnel (including \ncultural integration and retention of employees) and further develop the acquired business or technology; \n•\nimplementation of controls (or remediation of deficiencies), procedures, and policies at the acquired company; \n•\nintegration of the acquired company's accounting and other administrative systems, and the coordination of \nproduct, engineering, and sales and marketing functions;\n•\ntransition of operations, users, and customers onto our existing platforms;\n•\nin the case of foreign acquisitions, the need to integrate operations across different cultures and languages \nand to address the particular economic, currency, political, and regulatory risks associated with specific \ncountries; \n•\nfailure to accomplish commercial, strategic, or financial objectives with respect to investments, joint ventures, \nand other strategic arrangements;\n•\nfailure to realize the value of investments and joint ventures due to a lack of liquidity or an inability to identify \nbuyers or negotiate favorable terms for intended divestitures;\n•\nliability for activities of the acquired company before the acquisition, including intellectual property infringement \nclaims, data privacy and security issues, violations of laws, commercial disputes, tax liabilities, warranty \nclaims, product liabilities, and other known and unknown liabilities; and\n•\nlitigation or other claims in connection with the acquired company, including claims from terminated \nemployees, customers, former stockholders, or other third parties.\nOur failure to address these risks or other problems encountered in connection with our past or future acquisitions \nand other strategic arrangements could cause us to fail to realize their anticipated benefits, incur unanticipated \nliabilities, and harm our business generally. \nOur acquisitions and other strategic arrangements could also result in dilutive issuances of our equity securities, \nthe incurrence of debt, contingent liabilities, or amortization expenses, or impairment of goodwill or purchased long-\nlived assets, and restructuring charges, any of which could harm our financial condition and operating results. Also, the \nanticipated benefits or value of our acquisitions, investments, and other strategic arrangements may not materialize. In \nconnection with our divestitures and certain strategic arrangements, we have agreed, and may in the future agree, to \nprovide indemnification for certain potential liabilities, which could harm our financial condition and operating results. \nWe rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire \nqualified personnel, or maintain and continue to adapt our corporate culture, we may not be able to grow or \noperate effectively. \nOur performance and future success depends in large part upon the continued service of key technical leads as \nwell as members of our senior management team. For instance, Sundar Pichai is critical to the overall management of \nAlphabet and its subsidiaries and plays an important role in the development of our technology, maintaining our \nculture, and setting our strategic direction. \nOur ability to compete effectively and our future success depend on our continuing to identify, hire, develop, \nmotivate, and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified \nemployees, particularly AI talent, is intense, and certain of our competitors have directly targeted, and may continue to \ntarget, our employees. In addition, our compensation arrangements, such as our equity award programs, may not \nalways be successful in attracting new employees and retaining and motivating our existing employees. Immigration \npolicy and regulatory changes, and uncertainty regarding such policies and regulations, may also affect our ability to \nhire, mobilize, or retain some of our global talent. All of our executive officers and key employees are at-will \nemployees, and we do not maintain any key-person life insurance policies.\nWe believe that our corporate culture fosters innovation, creativity, and teamwork. As our organization grows and \nevolves, we may need to adapt our corporate culture and work environments to ever-changing circumstances, and \nthese changes could affect our ability to compete effectively or have an adverse effect on our corporate culture.\nITEM 1B.\nUNRESOLVED STAFF COMMENTS\nNot applicable.\nITEM 1C. CYBERSECURITY\nTable of Contents\nAlphabet Inc.\n23.\n\nWe maintain a comprehensive process for identifying, assessing, and managing material risks from cybersecurity \nthreats as part of our broader risk management system and processes. For example, some risks include our software \nsupply chain and other third-party dependencies, vulnerabilities in our products and services, theft of our intellectual \nproperty, and attempts to compromise our infrastructure. We obtain input, as appropriate, for our cybersecurity risk \nmanagement program on the security industry and threat trends from multiple external experts and internal threat \nintelligence teams. Teams of dedicated privacy, safety, and security professionals oversee cybersecurity risk \nmanagement and mitigation, incident prevention, detection, and remediation. These teams comprise professionals with \ndeep cybersecurity expertise across multiple industries and are led by our Vice President of Privacy, Safety, and \nSecurity, who has more than 20 years of experience, including roles in technology infrastructure for two other large \npublic companies. Our executive leadership team, along with input from the above teams, are responsible for our \noverall enterprise risk management system and processes and regularly consider cybersecurity risks in the context of \nother material risks to the company.\nAs part of our cybersecurity risk management process, our incident management teams track and log privacy and \nsecurity incidents across Alphabet, our vendors, and other third-party service providers to remediate and resolve any \nsuch incidents. Significant incidents are reviewed regularly by a cross-functional working group to determine whether \nfurther escalation is appropriate. Any incident assessed as potentially being or potentially becoming material is \npromptly escalated for further assessment, and then reported to designated members of our senior management. We \nconsult with outside counsel as appropriate, including on materiality analysis and disclosure matters, and our senior \nmanagement makes the final materiality determinations and disclosure and other compliance decisions. Our \nmanagement apprises Alphabet’s independent public accounting firm of relevant matters and developments.\nThe Risk and Compliance Committee has oversight responsibility for risks and incidents relating to cybersecurity \nthreats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on \nfinancial and other risks, and it reports any findings and recommendations, as appropriate, to the full Board for \nconsideration. Senior management regularly discusses cybersecurity risks and trends and, should they arise, any \nmaterial incidents with the Risk and Compliance Committee. Internal Audit maintains a dedicated cybersecurity \nauditing team that independently tests our cybersecurity controls. \nOur business strategy, results of operations and financial condition have not been materially affected by risks from \ncybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide \nassurance that they will not be materially affected in the future by such risks or any future material incidents. For more \ninformation on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report on Form 10-K.\nITEM 2.\nPROPERTIES\nOur headquarters are located in Mountain View, California. We own and lease office facilities and data centers \naround the world, primarily in Asia, Europe, and North America. We believe our existing facilities are in good condition \nand suitable for the conduct of our business.\nITEM 3.\nLEGAL PROCEEDINGS\nFor a description of our material pending legal proceedings, see Legal Matters in Note 10 of the Notes to \nConsolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is \nincorporated herein by reference.\nITEM 4.\nMINE SAFETY DISCLOSURES\nNot applicable.\nTable of Contents\nAlphabet Inc.\n24.\n\nPART II\nITEM 5.\nMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND \nISSUER PURCHASES OF EQUITY SECURITIES\nAs of October 2, 2015, Alphabet Inc. became the successor issuer of Google Inc. pursuant to Rule 12g-3(a) under \nthe Exchange Act. Our Class A stock has been listed on the Nasdaq Global Select Market under the symbol “GOOG” \nsince August 19, 2004, and under the symbol \"GOOGL\" since April 3, 2014. Prior to August 19, 2004, there was no \npublic market for our stock. Our Class B stock is neither listed nor traded. Our Class C stock has been listed on the \nNasdaq Global Select Market under the symbol “GOOG” since April 3, 2014.\nHolders of Record\nAs of December 31, 2025, there were approximately 5,861 and 1,611 stockholders of record of our Class A stock \nand Class C stock, respectively. Because many of our shares of Class A stock and Class C stock are held by brokers \nand other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders \nrepresented by these record holders. As of December 31, 2025, there were approximately 57 stockholders of record of \nour Class B stock.\nDividend Program\nDividend payments to stockholders of Class A, Class B, and Class C shares were $4.8 billion, $703 million, and \n$4.5 billion, respectively, for the year ended December 31, 2025. The company intends to pay quarterly cash dividends \nin the future, subject to review and approval by the company’s Board of Directors in its sole discretion. We regularly \nevaluate our cash and capital structure, including the size, pace, and form of capital return to stockholders.\nIssuer Purchases of Equity Securities\nThe following table presents information with respect to Alphabet's repurchases of Class A and Class C stock \nduring the quarter ended December 31, 2025: \nPeriod\nTotal Number of \nClass A Shares \nPurchased \n(in thousands)(1)\nTotal Number of \nClass C Shares \nPurchased \n(in thousands)(1)\nAverage Price \nPaid per \nClass A \nShare(2)\nAverage Price \nPaid per \nClass C \nShare(2)\nTotal Number of \nShares \nPurchased as \nPart of Publicly \nAnnounced \nPrograms\n(in thousands)(1)\nApproximate \nDollar Value of \nShares that May \nYet Be Purchased \nUnder the \nProgram \n(in millions)\nOctober 1 - 31\n \n841 \n13,305 $ \n253.20 $ \n255.03 \n14,146 $ \n71,231 \nNovember 1 - 30\n \n209 \n5,885 $ \n286.00 $ \n281.46 \n6,094 $ \n69,503 \nDecember 1 - 31\n \n0 \n0 $ \n0.00 $ \n0.00 \n0 $ \n69,503 \nTotal\n \n1,050 \n19,190 \n \n20,240 \n(1)\nIn April 2024, the company's Board of Directors authorized a $70.0 billion share repurchase program for its Class A and Class \nC shares. In April 2025, the company's Board of Directors authorized an additional $70.0 billion share repurchase program for \nits Class A and Class C shares. Repurchases are being executed from time to time, subject to general business and market \nconditions and other investment opportunities, through open market purchases or privately negotiated transactions, including \nthrough Rule 10b5-1 plans. The repurchase programs do not have an expiration date. For additional information related to \nshare repurchases, see Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on \nForm 10-K.\n(2)\nAverage price paid per share includes costs associated with the repurchases.\nTable of Contents\nAlphabet Inc.\n25.\n\nStock Performance Graphs\nThe graph below matches Alphabet Inc. Class A's cumulative five-year total stockholder return on common stock \nwith the cumulative total returns of the S&P 500 index, the NASDAQ Composite index, and the RDG Internet \nComposite index. The graph tracks the performance of a $100 investment in our common stock and in each index \n(with the reinvestment of all dividends) from December 31, 2020, to December 31, 2025. The returns shown are based \non historical results and are not intended to suggest future performance.\nCOMPARISON OF CUMULATIVE 5-YEAR TOTAL RETURN*\nALPHABET INC. CLASS A COMMON STOCK\nAmong Alphabet Inc., the S&P 500 Index, the\nNASDAQ Composite Index, and the RDG Internet Composite Index\nAlphabet Inc. Class A\nS&P 500\nNASDAQ Composite\nRDG Internet Composite\n12/20\n3/21\n6/21\n9/21\n12/21\n3/22\n6/22\n9/22\n12/22\n3/23\n6/23\n9/23\n12/23\n3/24\n6/24\n9/24\n12/24\n3/25\n6/25\n9/25\n12/25\n$0\n$50\n$100\n$150\n$200\n$250\n$300\n$350\n$400\n*$100 invested on December 31, 2020, in stock or index, including reinvestment of dividends. \nCopyright© 2026 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.\nTable of Contents\nAlphabet Inc.\n26.\n\nThe graph below matches Alphabet Inc. Class C's cumulative five-year total stockholder return on capital stock \nwith the cumulative total returns of the S&P 500 index, the NASDAQ Composite index, and the RDG Internet \nComposite index. The graph tracks the performance of a $100 investment in our Class C capital stock and in each \nindex (with the reinvestment of all dividends) from December 31, 2020, to December 31, 2025. The returns shown are \nbased on historical results and are not intended to suggest future performance.\nCOMPARISON OF CUMULATIVE 5-YEAR TOTAL RETURN*\nALPHABET INC. CLASS C CAPITAL STOCK\nAmong Alphabet Inc., the S&P 500 Index, the\nNASDAQ Composite Index, and the RDG Internet Composite Index\nAlphabet Inc. Class C\nS&P 500\nNASDAQ Composite\nRDG Internet Composite\n12/20\n3/21\n6/21\n9/21\n12/21\n3/22\n6/22\n9/22\n12/22\n3/23\n6/23\n9/23\n12/23\n3/24\n6/24\n9/24\n12/24\n3/25\n6/25\n9/25\n12/25\n$0\n$50\n$100\n$150\n$200\n$250\n$300\n$350\n$400\n*$100 invested on December 31, 2020, in stock or in index, including reinvestment of dividends.\nCopyright© 2026 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.\nITEM 6.\n[Reserved]\nTable of Contents\nAlphabet Inc.\n27.\n\nITEM 7.\nMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF \nOPERATIONS\nPlease read the following discussion and analysis of our financial condition and results of operations together with \n“Note about Forward-Looking Statements,” Part I, Item 1 \"Business,\" Part I, Item 1A \"Risk Factors,\" and our \nconsolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K. \nThe following section generally discusses 2025 results compared to 2024 results. Discussion of 2024 results \ncompared to 2023 results to the extent not included in this report can be found in Item 7 of our 2024 Annual Report on \nForm 10-K.\nUnderstanding Alphabet’s Financial Results\nAlphabet is a collection of businesses — the largest of which is Google. We report Google in two segments, \nGoogle Services and Google Cloud, and all non-Google businesses collectively as Other Bets. Supporting these \nbusinesses, we have centralized certain AI-related research and development focused on advanced research in AI and \ndeveloping the frontier models that serve our businesses, which is reported in Alphabet-level activities. For further \ndetails on our segments, see Part I, Item 1 Business and Note 15 of the Notes to Consolidated Financial Statements \nincluded in Item 8 of this Annual Report on Form 10-K.\nTrends in Our Business and Financial Effect\nThe following long-term trends have contributed to the results of our consolidated operations, and we anticipate \nthat they will continue to affect our future results:\n•\nAs we continue to grow our business and meet the evolving behaviors and needs of our users and \ncustomers, our revenue growth and mix along with our cost and margin profiles are being influenced by a \nnumber of factors, including:\nExpanded AI Offerings in our Products and Services: The continuing evolution of the online world has \ncontributed to the growth of our business. We expect that this evolution, including user engagement with AI \nproducts and services, will continue to benefit our business and our revenues. As we continue to incorporate AI \ninto our products and services, such as with AI Overviews and AI Mode in Search, and with enterprise AI solutions \non our Google Cloud Platform, we may monetize differently than our historical consumer and enterprise offerings \nwhich could affect revenue growth rates and margin trends. When developing new products and services we \ngenerally focus first on user experience and then on monetization. At the same time, we face increasing \ncompetition, including from other developers and providers of AI products and services, which may affect our \nrevenues.\nIncreasing Revenues Beyond Advertising: Revenues from cloud, consumer subscriptions, platforms, and \ndevices, which may have differing characteristics than our advertising revenues, have grown over time. Certain of \nthese revenues have been growing at a rate higher than our advertising revenues, becoming a larger percentage \nof our consolidated revenues, and we expect this trend to continue. The margins on these revenues vary \nsignificantly and are generally lower than the margins on our advertising revenues.\nIncreased Investment in Technical Infrastructure: We continue to invest in capital expenditures as we scale \nour technical infrastructure, in particular for AI, to meet the demand of our users and enterprise customers and to \nsupport research internally. We invested heavily in capital expenditures in 2025 and in 2026, we expect to \nsignificantly increase, relative to 2025, our investment in our technical infrastructure, including servers and \nnetwork equipment, and data centers. The costs associated with operating our technical infrastructure - \ndepreciation, energy, equipment, and network capacity - are expected to significantly increase as developing and \nserving AI offerings require more compute power than our historical consumer and enterprise offerings. While our \ntechnical infrastructure costs increase, we expect to continue to drive efficiencies in our data centers, for example, \nthrough the design of our AI models and our TPU and GPU-based technical infrastructure.\nContinued Investment in Intellectual Property through R&D and Acquisitions: We continue to make \nsignificant research and development investments in areas of strategic focus as we seek to develop new, \ninnovative offerings, and improve our existing offerings across our businesses. Acquisitions and strategic \ninvestments remain important elements in our use of capital and contribute to the breadth and depth of our \nofferings, expand our expertise in engineering and other functional areas, and build strong partnerships around \nstrategic initiatives.\nTraffic Acquisition Costs Growth and Rate Changes: We expect traffic acquisition costs (\"TAC\") paid to our \ndistribution partners and Google Network partners to increase as our advertising revenues grow. Our overall TAC \nas a percentage of our advertising revenues (\"TAC rate\") has been decreasing primarily due to a revenue mix \nTable of Contents\nAlphabet Inc.\n28.\n\nshift from Google Network properties to Google Search & other properties. Our TAC rate will continue to be \naffected by changes in device mix; geographic mix; partner agreement terms; partner mix; the percentage of \nqueries channeled through paid access points; product mix; the relative revenue growth rates of advertising \nrevenues from different channels; and revenue share terms. \n•\nWe have raised capital through external financing in the form of debt and we may continue to seek \ndebt or other forms of financing in the future to support our capital and operating needs.\nIn 2025, we raised capital through the issuance of debt and we expect to continue to assess the use of debt and \nother forms of financing in the future. We expect to continue to enter into finance leases, primarily for data centers. \nAdditionally, in 2025, we provided credit support, such as through backstops and guarantees, to certain infrastructure \nrelated counterparties and may continue to provide additional credit support in the future.\n•\nWe face an evolving regulatory environment, and we are subject to claims, lawsuits, investigations, \nand other forms of potential legal liability, which could affect our business practices and financial results.\nChanges in social, political, economic, tax, and regulatory conditions or in laws and policies governing a wide \nrange of topics and related legal matters, including investigations, lawsuits, and regulatory actions, have resulted in \nfines and caused us to change our business practices. As the regulatory environment continues to evolve, we may \ncontinue to incur fines and we expect increased costs associated with compliance, modifications to our products and \nservices, and limitations on our ability to pursue certain business practices. For additional information, see Part I, Item \n1A Risk Factors and Legal Matters in Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of \nthis Annual Report on Form 10-K.\nRevenues and Monetization Metrics\nWe generate revenues by delivering relevant, cost-effective online advertising; cloud-based solutions that provide \nenterprise customers of all sizes with infrastructure, platform services, and applications; and sales of other products \nand services, such as fees received for subscription-based products, apps and in-app purchases, and devices. For \nadditional information on how we recognize revenue, see Note 1 of the Notes to Consolidated Financial Statements \nincluded in Item 8 of this Annual Report on Form 10-K.\nIn addition to the long-term trends and their financial effect on our business discussed above, fluctuations in our \nrevenues have been and may continue to be affected by a combination of factors, including:\n•\nchanges in foreign currency exchange rates;\n•\nchanges in pricing, such as those resulting from changes in fee structures, discounts, and customer incentives;\n•\ngeneral economic conditions and various external dynamics, including geopolitical events, regulations, and \nother measures and their effect on advertiser, consumer, and enterprise spending; \n•\nnew product, service, and market launches; and\n•\nseasonality.\nAdditionally, fluctuations in our revenues generated from advertising (\"Google advertising\"), other sources \n(\"Google subscriptions, platforms, and devices\"), Google Cloud, and Other Bets have been, and may continue to be, \naffected by other factors unique to each set of revenues, as described below.\nGoogle Services\nGoogle Services revenues consist of Google advertising as well as Google subscriptions, platforms, and devices \nrevenues.\nGoogle Advertising\nGoogle advertising revenues are comprised of the following: \n•\nGoogle Search & other, which includes revenues generated on Google search properties (including revenues \nfrom traffic generated by search distribution partners who use Google.com as their default search in browsers, \ntoolbars, etc.), and other Google owned and operated properties like Gmail, Google Maps, and Google Play;\n•\nYouTube ads, which includes revenues generated on YouTube properties; and\n•\nGoogle Network, which includes revenues generated on Google Network properties participating in AdMob, \nAdSense, and Google Ad Manager.\nTable of Contents\nAlphabet Inc.\n29.\n\nWe use certain metrics to track how well traffic across various properties is monetized as it relates to our \nadvertising revenues: paid clicks and cost-per-click pertain to traffic on Google Search & other properties, while \nimpressions and cost-per-impression pertain to traffic on our Google Network properties.\nPaid clicks represent engagement by users and include clicks on advertisements by end-users on Google search \nproperties and other Google owned and operated properties including Gmail, Google Maps, and Google Play. Cost-\nper-click is defined as click-driven revenues divided by our total number of paid clicks and represents the average \namount we charge advertisers for each engagement by users.\nImpressions include impressions displayed to users on Google Network properties participating primarily in \nAdMob, AdSense, and Google Ad Manager. Cost-per-impression is defined as impression-based and click-based \nrevenues divided by our total number of impressions, and represents the average amount we charge advertisers for \neach impression displayed to users.\nAs our business evolves, we periodically review, refine, and update our methodologies for monitoring, gathering, \nand counting the number of paid clicks and the number of impressions, and for identifying the revenues generated by \nthe corresponding click and impression activity.\nFluctuations in our advertising revenues, as well as the change in paid clicks and cost-per-click on Google Search \n& other properties and the change in impressions and cost-per-impression on Google Network properties and the \ncorrelation between these items have been, and may continue to be, affected by factors in addition to the general \nfactors described above, such as:\n•\nadvertiser competition for keywords;\n•\nchanges in advertising quality, formats, delivery, or policy;\n•\nchanges in device mix;\n•\nseasonal fluctuations in internet usage, advertising expenditures, and underlying business trends, such as \ntraditional retail seasonality; and\n•\ntraffic growth in emerging markets compared to more mature markets and across various verticals and \nchannels.\nGoogle Subscriptions, Platforms, and Devices\nGoogle subscriptions, platforms, and devices revenues are comprised of the following:\n•\nconsumer subscriptions, which primarily include revenues from YouTube services, such as YouTube TV, \nYouTube Music and Premium, and NFL Sunday Ticket, as well as Google One, which offers access to our \nmost capable Gemini models;\n•\nplatforms, which primarily include revenues from Google Play sales of apps and in-app purchases;\n•\ndevices, which primarily include sales of the Pixel family of devices; and\n•\nother products and services.\nFluctuations in our Google subscriptions, platforms, and devices revenues have been, and may continue to be, \naffected by factors in addition to the general factors described above, such as changes in customer usage and \ndemand, number of subscribers, and the timing of product launches.\nGoogle Cloud\nGoogle Cloud revenues are comprised of the following:\n•\nGoogle Cloud Platform primarily generates consumption-based fees and subscriptions for infrastructure, \nplatform, and other services. These services provide access to solutions such as AI offerings including our \nenterprise AI infrastructure, Vertex AI platform, and Gemini Enterprise; cybersecurity offerings; and data and \nanalytics solutions;\n•\nGoogle Workspace includes subscriptions for cloud-based communication and collaboration tools for \nenterprises, such as Gmail, Docs, Calendar, Drive, and Meet, with integrated features like Gemini for Google \nWorkspace; and\n•\nother enterprise services.\nFluctuations in our Google Cloud revenues have been, and may continue to be, affected by factors in addition to \nthe general factors described above, such as changes in customer usage, demand, and supply availability.\nTable of Contents\nAlphabet Inc.\n30.\n\nOther Bets\nRevenues from Other Bets are generated primarily from the sale of autonomous transportation services and \ninternet services.\nCosts and Expenses\nOur cost structure has two components: cost of revenues and operating expenses. Our operating expenses \ninclude costs related to research and development, sales and marketing, and general and administrative functions. \nCertain of our costs and expenses, including those associated with the operation of our technical infrastructure as well \nas components of our operating expenses, are generally less variable in nature and may not correlate to changes in \nrevenue. Additionally, fluctuations in employee compensation expenses may not directly correlate with changes in \nheadcount, due to factors such as annual SBC awards that vest over time.\nCost of Revenues\nCost of revenues is comprised of TAC and other costs of revenues.\n•\nTAC includes: \n◦\namounts paid to our distribution partners who make available our search access points and other ad-\nsupported services. Our distribution partners include browser providers, mobile carriers, original \nequipment manufacturers, and software developers; and\n◦\namounts paid to Google Network partners primarily for ads displayed on their properties.\n•\nOther cost of revenues primarily includes:\n◦\ncontent acquisition costs, which are payments to content providers from whom we license video and \nother content for distribution, primarily related to YouTube (we pay fees to these content providers \nbased on revenues generated, subscriber counts, or a flat fee);\n◦\ndepreciation expense, primarily related to our technical infrastructure;\n◦\nemployee compensation expenses related to our technical infrastructure and other operations such as \ncontent review and customer and product support;\n◦\ninventory and other costs related to the devices we sell; and\n◦\nother technical infrastructure operations costs, including energy, equipment, and network capacity \ncosts.\nTAC as a percentage of revenues generated from ads placed on Google Network properties are significantly \nhigher than TAC as a percentage of revenues generated from ads placed on Google Search & other properties, \nbecause most of the advertiser revenues from ads served on Google Network properties are paid as TAC to our \nGoogle Network partners.\nOperating Expenses\nOperating expenses are generally incurred during our normal course of business, which we categorize as either \nresearch and development, sales and marketing, or general and administrative.\nThe main components of our research and development expenses are:\n•\ndepreciation expense, primarily related to our technical infrastructure;\n•\nemployee compensation expenses for engineering and technical employees responsible for research and \ndevelopment related to our existing and new products and services; \n•\nother technical infrastructure operations costs, including energy, equipment, and network capacity costs; and\n•\nthird-party services fees primarily relating to consulting and outsourced services in support of our engineering \nand product development efforts.\nThe main components of our sales and marketing expenses are:\n•\nemployee compensation expenses for employees engaged in sales and marketing, sales support, and certain \ncustomer service functions; and\n•\nspend relating to our advertising and promotional activities in support of our products and services.\nThe main components of our general and administrative expenses are:\nTable of Contents\nAlphabet Inc.\n31.\n\n•\nemployee compensation expenses for employees in finance, human resources, information technology, legal, \nand other administrative support functions; \n•\nexpenses relating to legal and other matters, including certain fines and settlements; and \n•\nthird-party services fees, including audit, consulting, outside legal, and other outsourced administrative \nservices.\nOther Income (Expense), Net \nOI&E, net primarily consists of interest income (expense), the effect of foreign currency exchange gains (losses), \nnet gains (losses) and impairment on our marketable and non-marketable securities and income (loss) and impairment \nfrom our equity method investments.\nFor additional information, including how we account for our investments and factors that can drive fluctuations in \nthe value of our investments, see Note 1 and Note 3 of the Notes to Consolidated Financial Statements included in \nItem 8 as well as Item 7A Quantitative and Qualitative Disclosures About Market Risk of this Annual Report on Form \n10-K.\nProvision for Income Taxes \nProvision for income taxes represents the estimated amount of federal, state, and foreign income taxes incurred \nin the US and the many jurisdictions in which we operate. The provision includes the effect of reserve provisions and \nchanges to reserves that are considered appropriate as well as the related net interest and penalties.\nFor additional information, including a reconciliation of the US federal statutory rate to our effective tax rate, see \nNote 14 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.\nExecutive Overview\nThe following table summarizes consolidated financial results (in millions, except for per share information and \npercentages):\nYear Ended December 31,\n2024\n2025\n$ Change\n% Change\nConsolidated revenues\n$ 350,018 \n$ 402,836 \n$ \n52,818 \n 15 %\nCost of revenues\n$ 146,306 \n$ 162,535 \n$ \n16,229 \n 11 %\nOperating expenses\n$ 91,322 \n$ 111,262 \n$ \n19,940 \n 22 %\nOperating income\n$ 112,390 \n$ 129,039 \n$ \n16,649 \n 15 %\nOperating margin\n 32 %\n 32 %\n 0 %\nOther income (expense), net\n$ \n7,425 \n$ 29,787 \n$ \n22,362 \n 301 %\nNet income\n$ 100,118 \n$ 132,170 \n$ \n32,052 \n 32 %\nDiluted net income per share(1)\n$ \n8.04 \n$ \n10.81 \n$ \n2.77 \n 34 %\n(1) \nFor additional information on the calculation of diluted net income per share, see Note 12 of the Notes to Consolidated \nFinancial Statements included in Item 8 of this Annual Report on Form 10-K.\n•\nRevenues were $402.8 billion, an increase of 15% year over year, primarily driven by an increase in Google \nServices revenues of $37.8 billion, or 12%, and an increase in Google Cloud revenues of $15.5 billion, or 36%.\n•\nCost of revenues was $162.5 billion, an increase of 11% year over year, primarily driven by increases in TAC, \ncontent acquisition costs, and depreciation expense. \n•\nOperating expenses were $111.3 billion, an increase of 22% year over year, primarily driven by increases in \nemployee compensation expenses, expenses related to legal and other matters, and depreciation expense.\nOther Information:\nTable of Contents\nAlphabet Inc.\n32.\n\n•\nIn 2025, we entered into definitive agreements to acquire Wiz, a leading cloud security platform, for $32.0 \nbillion, and Intersect, a provider of data center and energy infrastructure solutions, for $4.8 billion in cash plus \nthe assumption of debt. Both acquisitions are expected to close in 2026, subject to customary closing \nconditions, including the receipt of regulatory approvals.\n•\nIn 2025, we issued senior unsecured notes for net proceeds of $37.3 billion, to be used for general corporate \npurposes.\n•\nOI&E of $29.8 billion for the year ended December 31, 2025 included net gains on equity securities of $24.1 \nbillion, primarily related to unrealized gains on our non-marketable equity securities.\n•\nOther Bets operating loss of $7.5 billion for the year ended December 31, 2025 included a $2.1 billion \nemployee compensation charge recognized in the fourth quarter for Waymo, primarily reflected in research \nand development expenses, based on estimated stock valuation. In February 2026, Waymo announced an \ninvestment round of $16.0 billion, the significant majority of which was funded by Alphabet. \n•\nChanges to U.S. tax law enacted on July 4, 2025, allow, among other things, for immediate expensing of \ndomestic research and experimentation costs and accelerated depreciation on eligible capital expenditures, \nthe effects of which are included in operating cash flows for the year ended December 31, 2025.\n•\nRepurchases of Class A and Class C shares were $6.5 billion and $38.9 billion, respectively, totaling $45.4 \nbillion for the year ended December 31, 2025.\n•\nOperating cash flow was $164.7 billion for the year ended December 31, 2025.\n•\nCapital expenditures, which primarily reflected investments in technical infrastructure, were $91.4 billion for the \nyear ended December 31, 2025.\n•\nAs of December 31, 2025, we had 190,820 employees.\nWe are monitoring ongoing developments surrounding international trade and the macroeconomic environment. \nAs a result of volatility in international trade and financial markets, we may experience direct and indirect effects on our \nbusiness, operations, and financial results. Our past results may not be indicative of our future performance, and our \nfinancial results may differ materially from historical trends.\nFinancial Results\nRevenues\nThe following table presents revenues by type (in millions):\nYear Ended December 31,\n2024\n2025\nGoogle Search & other\n$ \n198,084 $ \n224,532 \nYouTube ads\n \n36,147 \n40,367 \nGoogle Network\n \n30,359 \n29,792 \nGoogle advertising\n \n264,590 \n294,691 \nGoogle subscriptions, platforms, and devices\n \n40,340 \n48,030 \nGoogle Services total\n \n304,930 \n342,721 \nGoogle Cloud\n \n43,229 \n58,705 \nOther Bets\n \n1,648 \n1,537 \nHedging gains (losses)\n \n211 \n(127) \nTotal revenues\n$ \n350,018 $ \n402,836 \nGoogle Services\nGoogle Advertising\nGoogle Search & other\nGoogle Search & other revenues increased $26.4 billion from 2024 to 2025. The overall growth was driven by \ninterrelated factors including increases in search queries resulting from growth in user adoption and usage on mobile \ndevices; growth in advertiser spending; and improvements we have made in ad formats and delivery.\nTable of Contents\nAlphabet Inc.\n33.\n\nYouTube ads\nYouTube ads revenues increased $4.2 billion from 2024 to 2025. The growth was driven by our direct response \nadvertising products followed by our brand advertising products, both of which benefited from increased spending by \nour advertisers.\nGoogle Network\nGoogle Network revenues decreased $567 million from 2024 to 2025, primarily due to a decrease in AdSense \nrevenues, partially offset by an increase in AdMob revenues. \nMonetization Metrics\nThe following table presents changes in monetization metrics for Google Search & other revenues (paid clicks \nand cost-per-click) and Google Network revenues (impressions and cost-per-impression), expressed as a percentage, \nfrom 2024 to 2025:\nGoogle Search & other\nPaid clicks change\n 6 %\nCost-per-click change\n 7 %\nGoogle Network\nImpressions change\n (7) %\nCost-per-impression change\n 7 %\nChanges in paid clicks and impressions are driven by a number of interrelated factors, including changes in \nadvertiser spending; ongoing product and policy changes; and, as it relates to paid clicks, fluctuations in search \nqueries resulting from changes in user adoption and usage, primarily on mobile devices.\nChanges in cost-per-click and cost-per-impression are driven by a number of interrelated factors including \nchanges in device mix, geographic mix, advertiser spending, ongoing product and policy changes, product mix, \nproperty mix, and changes in foreign currency exchange rates.\nGoogle Subscriptions, Platforms, and Devices\nGoogle subscriptions, platforms, and devices revenues increased $7.7 billion from 2024 to 2025. The growth was \nprimarily driven by an increase in subscriptions revenues. This increase was primarily due to the contribution from \ngrowth in paid subscriptions across both YouTube services and Google One.\nGoogle Cloud\nGoogle Cloud revenues increased $15.5 billion from 2024 to 2025, primarily driven by growth in Google Cloud \nPlatform largely from infrastructure and platform services.\nRevenues by Geography\nThe following table presents revenues by geography as a percentage of revenues, determined based on the \naddresses of our customers:\n \nYear Ended December 31,\n \n2024\n2025\nUnited States\n 49 %\n 48 %\nEMEA(1)\n 29 %\n 29 %\nAPAC(1)\n 16 %\n 17 %\nOther Americas(1)\n 6 %\n 6 %\nHedging gains (losses)\n 0 %\n 0 %\n(1)\nRegions represent Europe, the Middle East, and Africa (EMEA); Asia-Pacific (APAC); and Canada and Latin America (\"Other \nAmericas\").\nFor additional information, see Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this \nAnnual Report on Form 10-K.\nCosts and Expenses\nTable of Contents\nAlphabet Inc.\n34.\n\nCost of Revenues\nThe following table presents cost of revenues, including TAC (in millions, except percentages):\n \nYear Ended December 31,\n \n2024\n2025\nTAC\n$ \n54,900 \n$ \n59,926 \nOther cost of revenues\n \n91,406 \n \n102,609 \nTotal cost of revenues\n$ \n146,306 \n$ \n162,535 \nTotal cost of revenues as a percentage of revenues\n 42 %\n 40 %\nCost of revenues increased $16.2 billion from 2024 to 2025 due to an increase in other cost of revenues and TAC \nof $11.2 billion and $5.0 billion, respectively.\nThe increase in TAC from 2024 to 2025 was largely due to an increase in TAC paid to distribution partners, \nprimarily driven by growth in revenues subject to TAC. The TAC rate decreased from 20.7% to 20.3% from 2024 to \n2025, primarily due to a revenue mix shift from Google Network properties to Google Search & other properties. The \nTAC rates on Google Search & other and Google Network revenues were substantially consistent from 2024 to 2025.\nThe increase in other cost of revenues from 2024 to 2025 was primarily due to increases in content acquisition \ncosts, largely for YouTube, depreciation expense, and other technical infrastructure operations costs.\nResearch and Development\nThe following table presents research and development expenses (in millions, except percentages):\n \nYear Ended December 31,\n \n2024\n2025\nResearch and development expenses\n$ \n49,326 \n$ \n61,087 \nResearch and development expenses as a percentage of revenues\n 14 %\n 15 %\nResearch and development expenses increased $11.8 billion from 2024 to 2025, primarily driven by increases in \nemployee compensation expenses of $6.9 billion and depreciation expense of $2.4 billion. The increase in employee \ncompensation expenses was primarily driven by an increase in SBC expenses of $4.2 billion, which included an \nincrease in a valuation-based compensation charge related to Waymo.\nSales and Marketing\nThe following table presents sales and marketing expenses (in millions, except percentages):\n \nYear Ended December 31,\n \n2024\n2025\nSales and marketing expenses\n$ \n27,808 \n$ \n28,693 \nSales and marketing expenses as a percentage of revenues\n 8 %\n 7 %\nSales and marketing expenses increased $885 million from 2024 to 2025, primarily driven by an increase in \nadvertising and promotional activities of $1.2 billion, partially offset by a decrease in employee compensation expenses \nof $214 million.\nGeneral and Administrative\nThe following table presents general and administrative expenses (in millions, except percentages):\n \nYear Ended December 31,\n \n2024\n2025\nGeneral and administrative expenses\n$ \n14,188 \n$ \n21,482 \nGeneral and administrative expenses as a percentage of revenues\n 4 %\n 5 %\nGeneral and administrative expenses increased $7.3 billion from 2024 to 2025, primarily driven by an increase in \nexpenses related to legal and other matters of $6.2 billion, largely the result of the $3.5 billion EC fine accrued in the \nthird quarter of 2025 and a $1.4 billion legal accrual made in the second quarter of 2025.\nTable of Contents\nAlphabet Inc.\n35.\n\nSegment Profitability\nWe report our segment results as Google Services, Google Cloud, and Other Bets. Additionally, certain costs are \nnot allocated to our segments because they represent Alphabet-level activities. For further details on our segments, \nsee Part I, Item 1 Business and Note 15 of the Notes to Consolidated Financial Statements included in Item 8 of this \nAnnual Report on Form 10-K.\nThe following table presents segment operating income (loss) (in millions).\nYear Ended December 31,\n2024\n2025\nOperating income (loss):\nGoogle Services\n$ \n121,263 $ \n139,404 \nGoogle Cloud\n \n6,112 \n13,910 \nOther Bets\n \n(4,444) \n(7,515) \nAlphabet-level activities(1)\n \n(10,541) \n(16,760) \nTotal income from operations\n$ \n112,390 $ \n129,039 \n(1)\nAlphabet-level activities primarily reflect expenses related to our shared AI research and development.\nGoogle Services\nGoogle Services operating income increased $18.1 billion from 2024 to 2025. The increase in operating income \nwas primarily driven by an increase in revenues, partially offset by an increase in expenses related to legal and other \nmatters, TAC, and content acquisition costs.\nGoogle Cloud\nGoogle Cloud operating income increased $7.8 billion from 2024 to 2025. The increase in operating income was \nprimarily driven by an increase in revenues, partially offset by increases in usage costs for technical infrastructure and \nemployee compensation expenses.\nOther Bets \nOther Bets operating loss increased $3.1 billion from 2024 to 2025. The increase in operating loss was primarily \ndriven by an increase in employee compensation expenses largely due to an increase in a valuation-based \ncompensation charge related to Waymo.\nOther Income (Expense), Net\nThe following table presents OI&E, (in millions):\n \nYear Ended December 31,\n \n2024\n2025\nInterest income\n$ \n4,482 $ \n4,337 \nInterest expense\n \n(268) \n(736) \nForeign currency exchange gain (loss), net\n \n(409) \n(382) \nGain (loss) on debt securities, net\n \n(1,043) \n540 \nGain (loss) on equity securities, net\n \n3,714 \n24,080 \nIncome (loss) and impairment from equity method investments, net\n \n(188) \n281 \nOther\n \n1,137 \n1,667 \nOther income (expense), net\n$ \n7,425 $ \n29,787 \nOI&E, net increased $22.4 billion from 2024 to 2025, primarily due to increases in net unrealized gains on equity \nsecurities resulting from fair value adjustments on non-marketable equity securities.\nFor additional information, see Note 3 and Note 7 of the Notes to Consolidated Financial Statements included in \nItem 8 of this Annual Report on Form 10-K.\nTable of Contents\nAlphabet Inc.\n36.\n\nProvision for Income Taxes\nThe following table presents provision for income taxes (in millions, except effective tax rate):\n \nYear Ended December 31,\n \n2024\n2025\nIncome before provision for income taxes\n$ \n119,815 \n$ \n158,826 \nProvision for income taxes\n$ \n19,697 \n$ \n26,656 \nEffective tax rate\n 16.4 %\n 16.8 %\nThe effective tax rate increased from 2024 to 2025. This increase was primarily due to a decrease in the US \nFederal Foreign Derived Intangible Income tax deduction, a non-deductible EC fine and legal settlement in the US, \npartially offset by changes in prior period tax positions.\nChanges to US tax law enacted on July 4, 2025, allow for immediate expensing of domestic research and \nexperimentation costs, accelerated depreciation on eligible capital expenditures, and other tax law changes impacting \n2025 with certain changes effective in 2026. These changes are reflected in our results for the year ended \nDecember 31, 2025.\nThe OECD is coordinating negotiations among more than 140 countries with the goal of achieving consensus \naround substantial changes to international tax policies, including the implementation of a minimum global effective tax \nrate of 15%. Some countries have already implemented the legislation effective January 1, 2024. This did not have a \nmaterial effect on our income tax provision for the 2025 fiscal year.\nIn January 2026, the OECD introduced new guidance including a \"Side-by-Side Safe Harbor\" which, if elected, \nexempts U.S. domestic operations from being taxed by global minimum tax rules. However, it does not exempt foreign \nsubsidiaries from local minimum tax requirements if implemented. As more countries enact these global minimum tax \nrules, our effective tax rate and cash tax payments could increase.\nFinancial Condition\nCash, Cash Equivalents, and Marketable Securities\nAs of December 31, 2025, we had $126.8 billion in cash, cash equivalents, and short-term marketable securities. \nCash equivalents and marketable securities are comprised of time deposits, money market funds, highly liquid \ngovernment bonds, corporate debt securities, mortgage-backed and asset-backed securities, and marketable equity \nsecurities.\nSources, Uses of Cash and Related Trends\nOur principal sources of liquidity are cash, cash equivalents, and marketable securities, as well as the cash flow \nthat we generate from operations. The primary use of capital continues to be to invest for the long-term growth of the \nbusiness. We regularly evaluate our cash and capital structure, including the size, pace, and form of capital return to \nstockholders.\nThe following table presents cash flows (in millions):\n \nYear Ended December 31,\n \n2024\n2025\nNet cash provided by operating activities\n$ \n125,299 $ \n164,713 \nNet cash used in investing activities\n$ \n(45,536) $ \n(120,291) \nNet cash used in financing activities\n$ \n(79,733) $ \n(37,388) \nCash Provided by Operating Activities\nOur largest source of cash provided by operations are advertising revenues generated by Google Search & other \nproperties, YouTube properties, and Google Network properties. In Google Services, we also generate cash through \nconsumer subscriptions, the sale of apps and in-app purchases, and devices. In Google Cloud, we generate cash \nthrough consumption-based fees and subscriptions for infrastructure, platform, applications, and other cloud services.\nOur primary uses of cash from operating activities include payments to distribution and Google Network partners, \nto employees for compensation, and to content providers. Other uses of cash from operating activities include \npayments to suppliers for devices, to tax authorities for income taxes, and other general corporate expenditures.\nTable of Contents\nAlphabet Inc.\n37.\n\nNet cash provided by operating activities increased from 2024 to 2025 due to an increase in cash received from \ncustomers, partially offset by an increase in cash payments for cost of revenues and operating expenses.\nCash Used in Investing Activities\nCash provided by investing activities consists primarily of maturities and sales of investments in marketable and \nnon-marketable securities. Cash used in investing activities consists primarily of purchases of marketable and non-\nmarketable securities, purchases of property and equipment, and payments for acquisitions.\nNet cash used in investing activities increased from 2024 to 2025, primarily due to an increase in purchases of \nproperty and equipment, driven by investments in technical infrastructure, and a decrease in maturities and sales of \nmarketable securities. \nCash Used in Financing Activities\nCash provided by financing activities consists primarily of proceeds from issuance of debt and proceeds from the \nsale of interests in consolidated entities. Cash used in financing activities consists primarily of repurchases of stock, \nrepayments of debt, net payments related to stock-based award activities, and dividend payments.\nNet cash used in financing activities decreased from 2024 to 2025 due to an increase in proceeds from issuance \nof debt and a decrease in repurchases of stock, partially offset by repayments of debt.\nLiquidity and Material Cash Requirements\nWe expect existing cash, cash equivalents, short-term marketable securities, and cash flows from operations and \nfinancing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and \nfinancing activities for at least the next 12 months, and thereafter for the foreseeable future.\nCapital Expenditures and Leases\nWe make investments in land, buildings, and servers and network equipment through purchases of property and \nequipment and lease arrangements to provide capacity for the growth of our services and products.\nCapital Expenditures\nOur capital investments in property and equipment consist primarily of the following major categories:\n•\ntechnical infrastructure, which consists of our investments in servers and network equipment, data center land, \nand building construction and improvements; and\n•\noffice facilities, ground-up development projects, and building improvements.\nAssets not yet in service are those that are not ready for their intended use, including assets in the process of \nconstruction or assembly, and consist primarily of technical infrastructure. The time frame from date of purchase to \nplacement in service of these assets may extend from months to years. For example, our data center construction \nprojects are generally multi-year projects with multiple phases, where we acquire land and buildings, construct \nbuildings, and secure and install servers and network equipment.\nDuring the years ended December 31, 2024 and 2025, we spent $52.5 billion and $91.4 billion on capital \nexpenditures, respectively. In 2026, we expect to significantly increase, relative to 2025, our investment in our technical \ninfrastructure, including servers and network equipment, and data centers. Depreciation of our property and equipment \ncommences when such assets are ready for their intended use. For the years ended December 31, 2024 and 2025, \nour depreciation on property and equipment was $15.3 billion and $21.1 billion, respectively.\nLeases \nAs of December 31, 2025, the amount of total undiscounted future lease payments under operating leases was \n$18.3 billion, of which $3.3 billion is short-term, and total undiscounted future lease payments under finance leases \nwas $2.9 billion, of which $491 million is short-term.\nAs of December 31, 2025, we have entered into leases primarily related to data centers that have not yet \ncommenced with short-term and long-term future lease payments of $5.8 billion and $52.7 billion, respectively. These \nleases will commence between 2026 and 2031 with non-cancelable lease terms primarily between one and 25 years.\nIn January 2026, we executed a power purchase agreement which we expect to be accounted for as a lease \nresulting in future payments depending on certain agreement terms of $9.9 billion between 2027 and 2047. If certain \ncontractual conditions for the project are not met, we would instead make a one-time payment of approximately \n$3.5 billion and assume ownership of the power generating assets.\nTable of Contents\nAlphabet Inc.\n38.\n\nFor additional information on leases, see Note 4 of the Notes to Consolidated Financial Statements included in \nItem 8 of this Annual Report on Form 10-K.\nFinancing\nAs of December 31, 2025, we had senior unsecured notes outstanding with a total carrying value of $48.5 billion, \nof which $2.0 billion was short-term. The associated short-term and long-term future interest payments were \n$1.8 billion and $35.7 billion, respectively. \nDuring 2025, we issued $22.5 billion of US dollar-denominated senior unsecured notes and €13.25 billion of euro-\ndenominated senior unsecured notes for general corporate purposes, comprised of the following:\n•\nMay 2025: We issued $5.0 billion of US dollar-denominated fixed-rate senior unsecured notes with a weighted-\naverage coupon rate of 4.89%, and a weighted-average maturity of approximately 24 years. We also issued \n€6.75 billion of euro-denominated fixed-rate senior unsecured notes with a weighted-average coupon rate of \n3.31%, and a weighted-average maturity of approximately 14 years. \n•\nNovember 2025: We issued $500 million of US dollar-denominated floating-rate senior unsecured notes and \n$17.0 billion of US dollar-denominated fixed-rate senior unsecured notes with a weighted-average coupon rate \nof 4.92% and a weighted-average maturity of approximately 20 years. We also issued €6.5 billion of euro-\ndenominated fixed-rate senior unsecured notes with a weighted-average coupon rate of 3.44% and a \nweighted-average maturity of approximately 16 years.\nAs of December 31, 2025, we had $10.0 billion of revolving credit facilities, $4.0 billion expiring in April 2026 and \n$6.0 billion expiring in April 2030. No amounts have been borrowed under the credit facilities. We also have a \ncommercial paper program of up to $25.0 billion, which is used for general corporate purposes. As of December 31, \n2025, we had no commercial paper outstanding.\nFor additional information, see Note 6 of the Notes to Consolidated Financial Statements included in Item 8 of this \nAnnual Report on Form 10-K.\nWe use contract manufacturers for our technical infrastructure and device assembly and may supply them with \ncomponents purchased directly from suppliers. Certain of these arrangements result in a portion of the cash received \nfrom and paid to contract manufacturers to be presented as financing activities on the Consolidated Statements of \nCash Flows included in Item 8 of this Annual Report on Form 10-K.\nShare Repurchase Program\nDuring 2025, we repurchased and subsequently retired 240 million shares for $45.4 billion.\nIn April 2024, the company's Board of Directors authorized a $70.0 billion share repurchase program for its Class \nA and Class C shares. In April 2025, the company's Board of Directors authorized an additional $70.0 billion share \nrepurchase program for its Class A and Class C shares. As of December 31, 2025, $69.5 billion remained available for \nClass A and Class C share repurchases.\nFor additional information, see Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of \nthis Annual Report on Form 10-K.\nDividend Program\nDuring the year ended December 31, 2025, total cash dividends were $4.8 billion for Class A, $703 million for \nClass B, and $4.5 billion for Class C shares, respectively.\nIn April 2025, the company's Board of Directors increased the quarterly cash dividend by 5% to $0.21 per share of \noutstanding Class A, Class B, and Class C shares.\nThe company has declared a quarterly cash dividend in the current quarter, and intends to pay quarterly cash \ndividends in the future, subject to review and approval by the company’s Board of Directors in its sole discretion.\nAccrued Legal and Regulatory\nAs of December 31, 2025, we had short-term accrued legal and regulatory fines and settlements of $15.6 billion. \nThis amount primarily included EC fines, in addition to accruals related to other legal matters and regulatory fines and \nsettlements. For additional information, see Note 10 of the Notes to Consolidated Financial Statements included in \nItem 8 of this Annual Report on Form 10-K.\nTable of Contents\nAlphabet Inc.\n39.\n\nTaxes\nAs of December 31, 2025, we had long-term income taxes payable of $9.5 billion primarily related to \nunrecognized tax benefits. The timing and amount of any payment related to these unrecognized tax benefits are \nuncertain and cannot be estimated.\nPurchase Commitments and Other Contractual Obligations\nWe have material purchase commitments and other contractual obligations primarily related to energy take-or-pay \ncontracts, licenses (including content licenses), and technical infrastructure and inventory orders. As of December 31, \n2025, the total for these commitments was $149.1 billion, of which $113.0 billion was short-term, mostly related to \ntechnical infrastructure and inventory orders. These amounts reflect commitments and obligations through open \npurchase orders as well as the non-cancelable portion or the minimum cancellation fee in certain agreements. For \nthose agreements with variable terms, we do not estimate the non-cancelable obligation beyond any minimum \nquantities and/or pricing as of December 31, 2025. In certain instances, the amount of our contractual obligations may \nchange based on the expected timing of order fulfillment from our suppliers. For additional information related to our \ncontent licenses, see Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual \nReport on Form 10-K.\nAs of December 31, 2025, we provided backstops in the form of financial guarantees and credit derivatives with \nmaximum potential amount of future payments of $5.7 billion and $16.9 billion, respectively. For additional information \non credit derivatives and financial guarantees, see Note 3 and Note 10 of the Notes to Consolidated Financial \nStatements included in Item 8 of this Annual Report on Form 10-K.\nIn addition, we regularly enter into multi-year, non-cancellable power purchase agreements with third-party \nsuppliers that do not include a minimum dollar commitment. The amounts to be paid under these agreements are \nbased on the actual volumes to be generated and are not readily determinable.\nWe may experience increases in the costs associated with our purchase commitments and other contractual \nobligations as a result of ongoing developments surrounding international trade. For details on risks related to our \nmanufacturing and supply chain and other risks, refer to Part 1, Item 1A, \"Risk Factors\" of this Annual Report on Form \n10-K.\nPending Acquisitions\nIn March 2025, we entered into a definitive agreement to acquire Wiz, Inc. (\"Wiz\"), a leading cloud security \nplatform, for $32.0 billion, subject to closing adjustments, in an all-cash transaction. The acquisition of Wiz is expected \nto close in 2026, subject to customary closing conditions, including the receipt of regulatory approvals. \nIn December 2025, we entered into a definitive agreement to acquire Intersect, which provides data center and \nenergy infrastructure solutions, for $4.8 billion in cash, plus the assumption of debt. The acquisition of Intersect is \nexpected to close in the first half of 2026, subject to customary closing conditions.\nFor additional information, see Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this \nAnnual Report on Form 10-K.\nCritical Accounting Estimates\nWe prepare our consolidated financial statements in accordance with GAAP. In doing so, we have to make \nestimates and assumptions. Our critical accounting estimates are those estimates that involve a significant level of \nuncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a \nmaterial effect on our financial condition or results of operations. Accordingly, actual results could differ materially from \nour estimates. We base our estimates on past experience and other assumptions that we believe are reasonable \nunder the circumstances, and we evaluate these estimates on an ongoing basis. We have reviewed our critical \naccounting estimates with the Audit Committee of our Board of Directors.\nFor a summary of significant accounting policies and the effect on our financial statements, see Note 1 of the \nNotes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.\nFair Value Measurements of Non-Marketable Equity Securities\nWe measure certain financial instruments at fair value on a nonrecurring basis, consisting primarily of our non-\nmarketable equity securities. These investments are accounted for under the measurement alternative method (\"the \nmeasurement alternative\") and are measured at cost, less impairment, subject to upward and downward adjustments \nresulting from observable price changes for identical or similar investments of the same issuer. These adjustments \nrequire quantitative assessments of the fair value of our securities, which may require the use of unobservable inputs. \nTable of Contents\nAlphabet Inc.\n40.\n\nAdjustments are determined primarily based on a market approach as of the transaction date and involve the use of \nestimates using the best information available, which may include cash flow projections or other available market data.\nNon-marketable equity securities are also evaluated for impairment, based on qualitative factors including the \ncompanies' financial and liquidity position and access to capital resources, among others. When indicators of \nimpairment exist, we prepare quantitative measurements of the fair value of our equity investments using a market \napproach or an income approach, which requires judgment and the use of unobservable inputs, including discount \nrates, investee revenues and costs, and comparable market data of private and public companies, among others. \nWhen the quantitative remeasurements of fair value indicate an impairment exists, we write down the investment to its \ncurrent fair value.\nProperty and Equipment\nWe assess the reasonableness of the useful lives of our property and equipment periodically or when events \nindicate a change is necessary. To determine the useful lives of our technical infrastructure, we rely on multiple inputs, \nincluding historical asset performance, expected technology advancements, and our future infrastructure deployment \nplans. Any change in the estimated useful lives is recognized on a prospective basis.\nIncome Taxes\nWe are subject to income taxes in the US and foreign jurisdictions. Significant judgment is required in evaluating \nour uncertain tax positions and determining our provision for income taxes.\nRecording an uncertain tax position involves various qualitative considerations, including evaluation of \ncomparable and resolved tax exposures, applicability of tax laws, and likelihood of settlement. We evaluate uncertain \ntax positions periodically, considering changes in facts and circumstances, such as new regulations or recent judicial \nopinions, as well as the status of audit activities by taxing authorities. Although we believe we have adequately \nreserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not \nbe different. To the extent that the final tax outcome of these matters is different than the amounts recorded, such \ndifferences will affect the provision for income taxes and the effective tax rate in the period in which such determination \nis made.\nThe provision for income taxes includes the effect of reserve provisions and changes to reserves as well as the \nrelated net interest and penalties. In addition, we are subject to the continuous examination of our income tax returns \nby the Internal Revenue Service (IRS) and other tax authorities which may assert assessments against us. We \nregularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine \nthe adequacy of our provision for income taxes.\nLoss Contingencies\nWe are subject to claims, lawsuits, regulatory and government inquiries and investigations, other proceedings, \nand consent orders involving competition, intellectual property, data privacy and security, tax and related compliance, \nlabor and employment, commercial disputes, content generated by our users, goods and services offered by \nadvertisers or publishers using our platforms, personal injury, consumer protection, and other matters. Certain of these \nmatters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we \nbelieve that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine \nthat a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in Note \n10 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. \nWe evaluate, on a regular basis, developments in our legal matters that could affect the amount of liability that \nhas been previously accrued, and the matters and related reasonably possible losses disclosed, and make \nadjustments as necessary. Significant judgment is required to determine both the likelihood and the estimated amount \nof a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess \nof the amount recorded, and such amounts could be material.\nITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to financial market risks, including changes in foreign currency exchange rates, interest rates, \nand equity investment risks. \nForeign Currency Exchange Risk\nWe transact business globally in multiple currencies. International revenues, foreign-denominated monetary \nassets and liabilities, and investments in foreign subsidiaries expose us to the risk of fluctuations in foreign exchange \nrates against the US dollar. Principal currency exposures include the Australian dollar, British pound, Canadian \ndollar, Euro, and Japanese yen. \nTable of Contents\nAlphabet Inc.\n41.\n\nWe monitor our foreign currency exposures and hedge foreign exchange risks with derivative and non-derivative \ninstruments, including forwards, options (including collars), cross-currency swaps, and foreign currency-denominated \ndebt. Gains or losses on these foreign currency exposures are generally offset by corresponding gains or losses on the \nderivative and non-derivative instruments.\nConsidering historical trends in foreign exchange rates, we determined that it was reasonably possible that \nadverse changes in exchange rates of 10% could be experienced. We performed a sensitivity analysis on our foreign \ncurrency exposures to estimate the potential impact of this adverse 10% change. The estimated effects on our \nfinancial position would be as follows (in millions):\nAs of December 31,\nImpact\n2024\n2025\nForeign currency risk\nForeign denominated monetary assets and liabilities(1)\nOI&E\n$ \n135 $ \n671 \nCash flow hedges of foreign currency revenue(2)\nAOCI\n$ \n1,627 $ \n2,096 \nNet investment hedges of investments in foreign subsidiaries(3)\nAOCI\n$ \n660 $ \n2,942 \n(1)\nAfter consideration of the effect of derivative contracts.\n(2)\nThe change in accumulated other comprehensive income (AOCI) would be expected to offset a corresponding foreign \ncurrency change in forecasted hedged revenues when recognized.\n(3)\nThe change in AOCI would be expected to offset a corresponding foreign currency translation gain or loss from our \ninvestments in foreign subsidiaries. \nInterest Rate Risk\nWe are exposed to interest rate risk related to our investment portfolio and outstanding debt.\nOur Corporate Treasury investment strategy is to achieve a return that will allow us to preserve capital and \nmaintain liquidity. By policy, we limit the amount of credit exposure within our investment portfolio to any one issuer. \nOur investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed \nrate securities may have their fair market value adversely affected due to a rise in interest rates, while floating rate \nsecurities may produce less income than predicted if interest rates fall. Unrealized gains and losses on our marketable \ndebt securities are primarily due to interest rate fluctuations as compared to interest rates at the time of purchase. For \ncertain fixed and floating rate debt securities, we have elected the fair value option for which changes in fair value are \nrecorded in OI&E. We measure securities for which we have not elected the fair value option at fair value with gains \nand losses recorded in AOCI until the securities are sold, less any expected credit losses. \nWe use value-at-risk (VaR) analysis to determine the potential effect of fluctuations in interest rates on the value \nof our investment portfolio. The VaR is the expected loss in fair value, for a given confidence interval, for our \ninvestment portfolio due to adverse movements in interest rates. We use a variance/covariance VaR model with 95% \nconfidence interval. The estimated one-day loss in fair value of our investment portfolio as of December 31, 2024 and \n2025 are shown below (in millions):\n \nAs of December 31,\n12-Month Average \nAs of December 31,\n \n2024\n2025\n2024\n2025\nRisk category - interest rate\n$ \n208 $ \n162 $ \n230 $ \n184 \nActual future gains and losses associated with our investment portfolio may differ materially from the sensitivity \nanalyses performed as of December 31, 2024 and 2025 due to the inherent limitations associated with predicting the \ntiming and amount of changes in interest rates and our actual exposures and positions. VaR analysis is not intended to \nrepresent actual losses but is used as a risk estimation.\nAdditionally, we had senior unsecured notes outstanding with a total carrying value of $11.9 billion and $48.5 \nbillion as of December 31, 2024 and 2025, respectively. As our senior unsecured notes primarily bear interest at fixed \nrates and are recorded at amortized cost, interest rate fluctuations generally do not affect our consolidated financial \nstatements. However, the fair value of the notes will fluctuate with movement in market interest rates.\nEquity Investment Risk\nOur marketable and non-marketable equity securities are subject to a wide variety of market-related risks that \ncould substantially reduce or increase the fair value of our holdings.\nTable of Contents\nAlphabet Inc.\n42.\n\nOur marketable equity securities are primarily publicly traded stocks or funds and our non-marketable equity \nsecurities are primarily investments in privately held companies, some of which are in the startup or development \nstages.\nWe record marketable equity securities at fair value subject to market price volatility. These securities represent \n$5.1 billion and $6.3 billion of our investments as of December 31, 2024 and 2025, respectively. A hypothetical adverse \nprice change of 10% on our December 31, 2025 balance would decrease the fair value of marketable equity securities \nby $631 million. From time to time, we may enter into derivatives to hedge the market price risk on certain of our \nmarketable equity securities.\nOur non-marketable equity securities not accounted for under the equity method are primarily adjusted to fair \nvalue for observable transactions for identical or similar investments of the same issuer or impairment (referred to as \nthe measurement alternative). The fair value measured at the time of the observable transaction is not necessarily an \nindication of the current fair value as of the balance sheet date. These investments, especially those that are in the \nearly stages, are inherently risky because the technologies or products these companies have under development are \ntypically in the early phases and may never materialize, and they may experience a decline in financial condition, \nwhich could result in a loss of a substantial part of our investment in these companies. Valuations of our equity \ninvestments in private companies are inherently more complex due to the lack of readily available market data and \nobservable transactions at lower valuations could result in significant losses. In addition, global economic conditions \ncould result in additional volatility. The success of our investment in any private company is also typically dependent on \nthe likelihood of our ability to realize appreciation in the value of investments through liquidity events such as public \nofferings, acquisitions, private sales, or other market events. Changes in the valuation of non-marketable equity \nsecurities may not directly correlate with changes in valuation of marketable equity securities. As of December 31, \n2024 and 2025, the carrying value of our non-marketable equity securities, which were accounted for under the \nmeasurement alternative, was $35.2 billion and $64.1 billion, respectively. \nThe carrying values of our equity method investments, which totaled approximately $2.0 billion and $2.5 billion as \nof December 31, 2024 and 2025, respectively, generally do not fluctuate based on market price changes. However, \nthese investments could be impaired if the carrying value exceeds the fair value and is not expected to recover.\nFor additional information about our equity investments, see Note 1 and Note 3 of the Notes to Consolidated \nFinancial Statements included in Item 8 of this Annual Report on Form 10-K.\nTable of Contents\nAlphabet Inc.\n43.\n\nITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAlphabet Inc.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n \nPage\nReports of Independent Registered Public Accounting Firm (PCAOB ID: 42)\n45\nFinancial Statements:\nConsolidated Balance Sheets\n48\nConsolidated Statements of Income\n49\nConsolidated Statements of Comprehensive Income\n50\nConsolidated Statements of Stockholders’ Equity\n51\nConsolidated Statements of Cash Flows\n52\nNotes to Consolidated Financial Statements\n53\nTable of Contents\nAlphabet Inc.\n44.\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Alphabet Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Alphabet Inc. (the Company) as of December 31, \n2024 and 2025, the related consolidated statements of income, comprehensive income, stockholders' equity and cash \nflows for each of the three years in the period ended December 31, 2025, and the related notes and financial \nstatement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In \nour opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the \nCompany at December 31, 2024 and 2025, and the results of its operations and its cash flows for each of the three \nyears in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United \nStates) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria \nestablished in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the \nTreadway Commission (2013 framework), and our report dated February 4, 2026 expressed an unqualified opinion \nthereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an \nopinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with \nthe PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal \nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and \nperform the audit to obtain reasonable assurance about whether the financial statements are free of material \nmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material \nmisstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to \nthose risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in \nthe financial statements. Our audits also included evaluating the accounting principles used and significant estimates \nmade by management, as well as evaluating the overall presentation of the financial statements. We believe that our \naudits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial \nstatements that was communicated or required to be communicated to the audit committee and that: (1) relates to \naccounts or disclosures that are material to the financial statements and (2) involved our especially challenging, \nsubjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion \non the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter \nbelow, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nTable of Contents\nAlphabet Inc.\n45.\n\nLoss Contingencies \nDescription of \nthe Matter\nThe Company is subject to claims, lawsuits, regulatory and government inquiries and \ninvestigations, other proceedings, and consent orders. As described in Note 10 to the consolidated \nfinancial statements, such claims, lawsuits, regulatory and government inquiries and investigations, \nother proceedings, and consent orders could result in adverse consequences.\nSignificant judgment is required to determine both the likelihood and the estimated amount of a \nloss related to such matters. Auditing management’s accounting for and disclosure of loss \ncontingencies from these matters involved challenging and subjective auditor judgment in \nassessing the Company’s evaluation of the probability of a loss, and the estimated amount or \nrange of loss.\nHow We \nAddressed the \nMatter in Our \nAudit\nWe tested relevant controls over the identified risks associated with management’s accounting for \nand disclosure of these matters. This included controls over management’s assessment of the \nprobability of incurrence of a loss and whether the loss or range of loss was reasonably estimable \nand the development of related disclosures.\nOur audit procedures included, among others, gaining an understanding of previous rulings and the \nstatus of ongoing lawsuits, reviewing letters from internal and external legal counsel addressing the \nmatters, meeting with internal legal counsel to discuss the allegations, and obtaining a \nrepresentation letter from management on these matters. We also evaluated the Company’s \ndisclosures in relation to these matters.\n/s/ Ernst & Young LLP\nWe have served as the Company's auditor since 1999.\nSan Jose, California\nFebruary 4, 2026\nTable of Contents\nAlphabet Inc.\n46.\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Alphabet Inc.\nOpinion on Internal Control Over Financial Reporting\nWe have audited Alphabet Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria \nestablished in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the \nTreadway Commission (2013 framework) (the COSO criteria). In our opinion, Alphabet Inc. (the Company) maintained, \nin all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO \ncriteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United \nStates) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 4, 2026 \nexpressed an unqualified opinion thereon. \nBasis for Opinion\nThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its \nassessment of the effectiveness of internal control over financial reporting included in the accompanying \nManagement’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the \nCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with \nthe PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal \nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and \nperform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was \nmaintained in all material respects.\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a \nmaterial weakness exists, testing and evaluating the design and operating effectiveness of internal control based on \nthe assessed risk, and performing such other procedures as we considered necessary in the circumstances. We \nbelieve that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control Over Financial Reporting\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding \nthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with \ngenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies \nand procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the \ntransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are \nrecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting \nprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations \nof management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely \ndetection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on \nthe financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. \nAlso, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become \ninadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may \ndeteriorate.\n/s/ Ernst & Young LLP\nSan Jose, California\nFebruary 4, 2026\nTable of Contents\nAlphabet Inc.\n47.\n\nAlphabet Inc.\nCONSOLIDATED BALANCE SHEETS\n(in millions, except par value per share amounts)\nAs of December 31,\n2024\n2025\nAssets\nCurrent assets:\nCash and cash equivalents\n$ \n23,466 $ \n30,708 \nMarketable securities\n \n72,191 \n96,135 \nTotal cash, cash equivalents, and marketable securities\n \n95,657 \n126,843 \nAccounts receivable, net\n \n52,340 \n62,886 \nOther current assets\n \n15,714 \n16,309 \nTotal current assets\n \n163,711 \n206,038 \nNon-marketable securities\n \n37,982 \n68,687 \nDeferred income taxes\n \n17,180 \n9,113 \nProperty and equipment, net\n \n171,036 \n246,597 \nOperating lease assets\n \n13,588 \n15,221 \nGoodwill\n \n31,885 \n33,380 \nOther non-current assets\n \n14,874 \n16,245 \nTotal assets\n$ \n450,256 $ \n595,281 \nLiabilities and Stockholders’ Equity\nCurrent liabilities:\nAccounts payable\n$ \n7,987 $ \n12,200 \nAccrued compensation and benefits\n \n15,069 \n17,546 \nAccrued expenses and other current liabilities\n \n51,228 \n55,557 \nAccrued revenue share\n \n9,802 \n10,864 \nDeferred revenue\n \n5,036 \n6,578 \nTotal current liabilities\n \n89,122 \n102,745 \nLong-term debt\n \n10,883 \n46,547 \nIncome taxes payable, non-current\n \n8,782 \n9,531 \nOperating lease liabilities\n \n11,691 \n12,744 \nOther long-term liabilities\n \n4,694 \n8,449 \nTotal liabilities\n \n125,172 \n180,016 \nCommitments and Contingencies (Note 10)\nStockholders’ equity:\nPreferred stock, $0.001 par value per share, 100 shares authorized; no \nshares issued and outstanding\n \n0 \n0 \nClass A, Class B, and Class C stock and additional paid-in capital, $0.001 \npar value per share: 300,000 shares authorized (Class A 180,000, Class B \n60,000, Class C 60,000); 12,211 (Class A 5,835, Class B 861, Class C \n5,515) and 12,088 (Class A 5,822, Class B 837, Class C 5,429) shares \nissued and outstanding\n \n84,800 \n93,126 \nAccumulated other comprehensive income (loss)\n \n(4,800) \n(1,916) \nRetained earnings\n \n245,084 \n324,055 \nTotal stockholders’ equity\n \n325,084 \n415,265 \nTotal liabilities and stockholders’ equity\n$ \n450,256 $ \n595,281 \nSee accompanying notes.\nTable of Contents\nAlphabet Inc.\n48.\n\nAlphabet Inc.\nCONSOLIDATED STATEMENTS OF INCOME\n(in millions, except per share amounts)\n \nYear Ended December 31,\n \n2023\n2024\n2025\nRevenues\n$ \n307,394 $ \n350,018 $ \n402,836 \nCosts and expenses:\nCost of revenues\n \n133,332 \n146,306 \n162,535 \nResearch and development\n \n45,427 \n49,326 \n61,087 \nSales and marketing\n \n27,917 \n27,808 \n28,693 \nGeneral and administrative\n \n16,425 \n14,188 \n21,482 \nTotal costs and expenses\n \n223,101 \n237,628 \n273,797 \nIncome from operations\n \n84,293 \n112,390 \n129,039 \nOther income (expense), net\n \n1,424 \n7,425 \n29,787 \nIncome before income taxes\n \n85,717 \n119,815 \n158,826 \nProvision for income taxes\n \n11,922 \n19,697 \n26,656 \nNet income\n$ \n73,795 $ \n100,118 $ \n132,170 \nBasic net income per share (Note 12)\n$ \n5.84 $ \n8.13 $ \n10.91 \nDiluted net income per share (Note 12)\n$ \n5.80 $ \n8.04 $ \n10.81 \nSee accompanying notes.\nTable of Contents\nAlphabet Inc.\n49.\n\nAlphabet Inc.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(in millions)\n \nYear Ended December 31,\n \n2023\n2024\n2025\nNet income\n$ \n73,795 $ \n100,118 $ \n132,170 \nOther comprehensive income (loss):\nChange in foreign currency translation adjustment, net of income tax \nbenefit (expense) of $63, $(49) and $180\n \n735 \n(1,673) \n2,522 \nAvailable-for-sale investments:\nChange in net unrealized gains (losses)\n \n1,344 \n(116) \n1,146 \nLess: reclassification adjustment for net (gains) losses included in \nnet income\n \n1,168 \n782 \n(169) \nNet change, net of income tax benefit (expense) of $(698), $(190), \nand $(276)\n \n2,512 \n666 \n977 \nCash flow hedges:\nChange in net unrealized gains (losses)\n \n168 \n775 \n(779) \nLess: reclassification adjustment for net (gains) losses included in \nnet income\n \n(214) \n(166) \n164 \nNet change, net of income tax benefit (expense) of $2, $(151), and \n$174\n \n(46) \n609 \n(615) \nOther comprehensive income (loss)\n \n3,201 \n(398) \n2,884 \nComprehensive income\n$ \n76,996 $ \n99,720 $ \n135,054 \nSee accompanying notes.\nTable of Contents\nAlphabet Inc.\n50.\n\nAlphabet Inc.\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY\n(in millions)\n \nClass A, Class B, Class C \nStock and\nAdditional Paid-In Capital\nAccumulated\nOther\nComprehensive\nIncome (Loss)\nRetained\nEarnings\nTotal\nStockholders’\nEquity\n \nShares\nAmount\nBalance as of December 31, 2022\n \n12,849 $ \n68,184 $ \n(7,603) $ \n195,563 $ \n256,144 \nStock issued\n \n139 \n0 \n0 \n0 \n0 \nStock-based compensation\n \n0 \n22,578 \n0 \n0 \n22,578 \nTax withholding related to vesting of \nrestricted stock units and other\n \n0 \n(10,164) \n0 \n9 \n(10,155) \nRepurchases of stock\n \n(528) \n(4,064) \n0 \n(58,120) \n(62,184) \nNet income\n \n0 \n0 \n0 \n73,795 \n73,795 \nOther comprehensive income (loss)\n \n0 \n0 \n3,201 \n0 \n3,201 \nBalance as of December 31, 2023\n \n12,460 \n76,534 \n(4,402) \n211,247 \n283,379 \nStock issued\n \n130 \n0 \n0 \n0 \n0 \nStock-based compensation\n \n0 \n22,937 \n0 \n0 \n22,937 \nTax withholding related to vesting of \nrestricted stock units and other\n \n0 \n(12,507) \n0 \n(16) \n(12,523) \nRepurchases of stock\n \n(379) \n(3,359) \n0 \n(58,688) \n(62,047) \nDividends and dividend equivalents \ndeclared ($0.60 per share)\n \n0 \n41 \n0 \n(7,577) \n(7,536) \nSale of interest in consolidated entities\n \n0 \n1,154 \n0 \n0 \n1,154 \nNet income\n \n0 \n0 \n0 \n100,118 \n100,118 \nOther comprehensive income (loss)\n \n0 \n0 \n(398) \n0 \n(398) \nBalance as of December 31, 2024\n \n12,211 \n84,800 \n(4,800) \n245,084 \n325,084 \nStock issued\n \n117 \n0 \n0 \n0 \n0 \nStock-based compensation\n \n0 \n25,130 \n0 \n0 \n25,130 \nTax withholding related to vesting of \nrestricted stock units and other\n \n0 \n(14,842) \n0 \n0 \n(14,842) \nRepurchases of stock\n \n(240) \n(2,514) \n0 \n(42,884) \n(45,398) \nDividends and dividend equivalents \ndeclared ($0.83 per share)\n \n0 \n152 \n0 \n(10,315) \n(10,163) \nSale of interest in consolidated entities\n \n0 \n400 \n0 \n0 \n400 \nNet income\n \n0 \n0 \n0 \n132,170 \n132,170 \nOther comprehensive income (loss)\n \n0 \n0 \n2,884 \n0 \n2,884 \nBalance as of December 31, 2025\n \n12,088 $ \n93,126 $ \n(1,916) $ \n324,055 $ \n415,265 \nSee accompanying notes.\nTable of Contents\nAlphabet Inc.\n51.\n\nAlphabet Inc.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(in millions)\n \nYear Ended December 31,\n \n2023\n2024\n2025\nOperating activities\nNet income\n$ \n73,795 $ \n100,118 $ \n132,170 \nAdjustments:\nDepreciation of property and equipment\n \n11,946 \n15,311 \n21,136 \nStock-based compensation expense\n \n22,460 \n22,785 \n24,953 \nDeferred income taxes\n \n(7,763) \n(5,257) \n8,348 \nLoss (gain) on debt and equity securities, net\n \n823 \n(2,671) \n(24,620) \nOther\n \n4,330 \n3,419 \n2,108 \nChanges in assets and liabilities, net of effects of acquisitions:\nAccounts receivable, net\n \n(7,833) \n(5,891) \n(8,779) \nIncome taxes, net\n \n523 \n(2,418) \n(3,226) \nOther assets\n \n(2,143) \n(1,397) \n(4,542) \nAccounts payable\n \n664 \n359 \n907 \nAccrued expenses and other liabilities\n \n3,937 \n(1,161) \n12,939 \nAccrued revenue share\n \n482 \n1,059 \n899 \nDeferred revenue\n \n525 \n1,043 \n2,420 \nNet cash provided by operating activities\n \n101,746 \n125,299 \n164,713 \nInvesting activities\nPurchases of property and equipment\n \n(32,251) \n(52,535) \n(91,447) \nPurchases of marketable securities\n \n(77,858) \n(86,679) \n(103,773) \nMaturities and sales of marketable securities\n \n86,672 \n103,428 \n83,240 \nPurchases of non-marketable securities\n \n(3,027) \n(5,034) \n(5,716) \nMaturities and sales of non-marketable securities\n \n947 \n882 \n1,367 \nAcquisitions, net of cash acquired, and purchases of intangible assets\n \n(495) \n(2,931) \n(1,592) \nOther investing activities\n \n(1,051) \n(2,667) \n(2,370) \nNet cash used in investing activities\n \n(27,063) \n(45,536) \n(120,291) \nFinancing activities\nNet payments related to stock-based award activities\n \n(9,837) \n(12,190) \n(14,167) \nRepurchases of stock\n \n(61,504) \n(62,222) \n(45,709) \nDividend payments\n \n0 \n(7,363) \n(10,049) \nProceeds from issuance of debt, net of costs\n \n10,790 \n13,589 \n64,564 \nRepayments of debt\n \n(11,550) \n(12,701) \n(32,427) \nProceeds from sale of interest in consolidated entities, net\n \n8 \n1,154 \n400 \nNet cash used in financing activities\n \n(72,093) \n(79,733) \n(37,388) \nEffect of exchange rate changes on cash and cash equivalents\n \n(421) \n(612) \n208 \nNet increase (decrease) in cash and cash equivalents\n \n2,169 \n(582) \n7,242 \nCash and cash equivalents at beginning of period\n \n21,879 \n24,048 \n23,466 \nCash and cash equivalents at end of period\n$ \n24,048 $ \n23,466 $ \n30,708 \nSupplemental disclosures of non-cash investing activities:\nPurchases of property and equipment included in accrued liabilities and \naccounts payable\n$ \n7,435 $ \n10,326 $ \n15,090 \nSee accompanying notes.\nTable of Contents\nAlphabet Inc.\n52.\n\nAlphabet Inc.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nNote 1. Summary of Significant Accounting Policies\nNature of Operations\nGoogle was incorporated in California in September 1998 and re-incorporated in the State of Delaware in August \n2003. In 2015, we implemented a holding company reorganization, and as a result, Alphabet Inc. (\"Alphabet\") became \nthe successor issuer to Google.\nWe generate revenues by delivering relevant, cost-effective online advertising; cloud-based solutions that provide \nenterprise customers of all sizes with infrastructure, platform services, and applications; and sales of other products \nand services, such as fees received for subscription-based products, apps and in-app purchases, and devices.\nBasis of Consolidation\nThe consolidated financial statements of Alphabet include the accounts of Alphabet and entities consolidated \nunder the variable interest and voting models. Intercompany balances and transactions have been eliminated.\nUse of Estimates\nPreparation of consolidated financial statements in conformity with GAAP requires us to make estimates and \nassumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. \nActual results could differ materially from these estimates due to uncertainties. On an ongoing basis, we evaluate our \nestimates, including those related to the allowance for credit losses; contingent liabilities; fair values of financial \ninstruments and goodwill; income taxes; inventory; and useful lives of property and equipment, among others. We \nbase our estimates on assumptions, both historical and forward looking, that are believed to be reasonable, and the \nresults of which form the basis for making judgments about the carrying values of assets and liabilities.\nRevenue Recognition\nRevenues are recognized when control of the promised goods or services is transferred to our customers, and \nthe collectibility of an amount that we expect in exchange for those goods or services is probable. Sales and other \nsimilar taxes are excluded from revenues. \nGoogle Advertising\nGoogle advertising revenues consist of revenues from:\n•\nGoogle Search and other properties, including revenues from traffic generated by search distribution partners \nwho use Google.com as their default search in browsers, toolbars, etc. and other Google owned and operated \nproperties like Gmail, Google Maps, and Google Play;\n•\nYouTube properties; and\n•\nGoogle Network properties, including revenues from Google Network properties participating in AdMob, \nAdSense, and Google Ad Manager.\nOur customers generally purchase advertising inventory through Google Ads, Google Ad Manager, Google \nDisplay & Video 360, and Google Marketing Platform, among others.\nWe offer advertising by delivering both performance and brand advertising. We recognize revenues for \nperformance advertising when a user engages with the advertisement. For brand advertising, we recognize revenues \nwhen the ad is displayed, or a user views the ad.\nFor ads placed on Google Network properties, we evaluate whether we are the principal (i.e., report revenues on \na gross basis) or agent (i.e., report revenues on a net basis). Generally, we report advertising revenues for ads placed \non Google Network properties on a gross basis, that is, the amounts billed to our customers are recorded as revenues, \nand amounts paid to Google Network partners are recorded as cost of revenues. Where we are the principal, we \ncontrol the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to \nmonetize the advertising inventory before it is transferred to our customers and is further supported by us being \nprimarily responsible to our customers and having a level of discretion in establishing pricing.\nGoogle Subscriptions, Platforms, and Devices\nGoogle subscriptions, platforms, and devices revenues consist of revenues from:\nTable of Contents\nAlphabet Inc.\n53.\n\n•\nconsumer subscriptions, which primarily include revenues from YouTube services, such as YouTube TV, \nYouTube Music and Premium, and NFL Sunday Ticket, as well as Google One, which offers access to our \nmost capable Gemini models;\n•\nplatforms, which primarily include revenues from Google Play sales of apps and in-app purchases;\n•\ndevices, which primarily include sales of the Pixel family of devices; and\n•\nother products and services.\nSubscription revenues are recognized ratably over the period of the subscription, primarily monthly. We report \nrevenues from Google Play sales of apps and in-app purchases on a net basis because our performance obligation is \nto facilitate a transaction between app developers and end users for which we earn a service fee. \nGoogle Cloud\nGoogle Cloud revenues consist of revenues from:\n•\nGoogle Cloud Platform primarily generates consumption-based fees and subscriptions for infrastructure, \nplatform, and other services. These services provide access to solutions such as AI offerings including our \nenterprise AI infrastructure, Vertex AI platform, and Gemini Enterprise; cybersecurity offerings; and data and \nanalytics solutions;\n•\nGoogle Workspace includes subscriptions for cloud-based communication and collaboration tools for \nenterprises, such as Gmail, Docs, Calendar, Drive, and Meet, with integrated features like Gemini for Google \nWorkspace; and\n•\nother enterprise services.\nOur cloud services are generally provided on either a consumption or subscription basis and may have contract \nterms longer than a year. Revenues related to cloud services provided on a consumption basis are recognized when \nthe customer utilizes the services, based on the quantity of services consumed using the relative standalone selling \nprice allocation. Revenues related to cloud services provided on a subscription basis are recognized ratably over the \ncontract term as the customer receives and consumes the benefits of the cloud services.\nArrangements with Multiple Performance Obligations\nOur contracts with customers may include multiple performance obligations. For such arrangements, we allocate \nrevenues to each performance obligation based on its relative standalone selling price. We generally determine \nstandalone selling prices based on observable prices of our products and services sold or priced separately in \ncomparable circumstances to similar customers.\nCustomer Incentives and Credits\nCertain customers receive cash-based incentives or credits, which are accounted for as variable consideration. \nWe estimate these amounts based on the expected amount to be provided to customers and reduce revenues. We \nbelieve that there will not be significant changes to our estimates of variable consideration related to customer \nincentives and credits.\nSales Commissions\nWe expense sales commissions when incurred when the period of the expected benefit is one year or less. We \nrecognize an asset for certain sales commissions and amortize if the expected benefit period is greater than one year. \nThese costs are recorded within sales and marketing expenses.\nCost of Revenues\nCost of revenues consists of TAC and other costs of revenues.\n•\nTAC includes:\n◦\namounts paid to our distribution partners who make available our search access points and other ad-\nsupported services. Our distribution partners include browser providers, mobile carriers, original \nequipment manufacturers, and software developers; and\n◦\namounts paid to Google Network partners primarily for ads displayed on their properties.\n•\nOther cost of revenues includes:\nTable of Contents\nAlphabet Inc.\n54.\n\n◦\ncontent acquisition costs, which are payments to content providers from whom we license video and \nother content for distribution, primarily related to YouTube (we pay fees to these content providers \nbased on revenues generated, subscriber counts, or a flat fee);\n◦\ndepreciation expense, primarily related to our technical infrastructure;\n◦\nemployee compensation expenses related to our technical infrastructure and other operations such as \ncontent review and customer and product support;\n◦\ninventory and other costs related to the devices we sell; and\n◦\nother technical infrastructure operations costs, including energy, equipment, and network capacity \ncosts.\nSoftware Development Costs\nWe expense software development costs, including costs to develop software products or the software \ncomponent of products to be sold, leased, or marketed to external users, before technological feasibility is reached. \nTechnological feasibility is typically reached shortly before the release of such products. As a result, development costs \nthat meet the criteria for capitalization were not material for the periods presented.\nSoftware development costs also include costs to develop software to be used solely to meet internal needs and \ncloud-based applications used to deliver our services. We capitalize development costs related to these software \napplications once the preliminary project stage is complete and it is probable that the project will be completed and the \nsoftware will be used to perform the function intended. Costs capitalized for developing such software applications \nwere not material for the periods presented.\nStock-Based Compensation\nStock-based compensation (SBC) primarily consists of Alphabet restricted stock units (RSUs). RSUs are equity \nclassified and measured at the fair market value of the underlying stock at the grant date. We recognize RSU expense \nusing the straight-line attribution method over the requisite service period and account for forfeitures as they occur. \nRSUs are awarded dividend equivalents, which are subject to the same vesting conditions as the underlying award, \nand settled in Class C shares.\nFor RSUs, shares are issued on the vesting dates net of the applicable statutory income tax withholding to be \npaid by us on behalf of our employees. As a result, fewer shares are issued than the number of RSUs vested, and the \nincome tax withholding is recorded as a reduction to additional paid-in capital.\nAdditionally, SBC includes other stock-based awards, such as performance stock units (PSUs) that include \nmarket conditions and awards that may be settled in cash or the stock of certain Other Bet companies. PSUs and \ncertain awards granted by Other Bet companies are equity classified and expense is recognized over the requisite \nservice period. Certain awards granted by Other Bet companies are liability classified and remeasured at fair value \nthrough settlement. The fair value of awards granted by Other Bet companies is based on the equity valuation of the \nrespective Other Bet company.\nAdvertising and Promotional Expenses\nWe expense advertising and promotional costs in the period in which they are incurred. For the years ended \nDecember 31, 2023, 2024, and 2025, advertising and promotional expenses totaled approximately $8.7 billion, $8.7 \nbillion, and $9.9 billion, respectively.\nFair Value Measurements \nFair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a \nliability in an orderly transaction between market participants. Assets and liabilities recorded at fair value are measured \nand classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in \nthe market used to measure fair value:\nLevel 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active \nmarkets.\nLevel 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for \nidentical or similar instruments in markets that are not active, and model-based valuation techniques for which all \nsignificant inputs are observable in the market or can be derived from observable market data. Where applicable, \nthese models project future cash flows and discount the future amounts to a present value using market-based \nobservable inputs including interest rate curves, foreign exchange rates, and credit ratings.\nTable of Contents\nAlphabet Inc.\n55.\n\nLevel 3 - Unobservable inputs that are supported by little or no market activities.\nThe fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of \nunobservable inputs when measuring fair value. The determination of fair value involves the use of appropriate \nvaluation methods and relevant inputs into valuation models.\nOur financial assets and liabilities that are measured at fair value on a recurring basis include cash equivalents, \nmarketable securities, and derivative financial instruments. Our financial assets measured at fair value on a \nnonrecurring basis include non-marketable equity securities. Other financial assets and liabilities are carried at cost \nwith fair value disclosed, if required.\nWe measure certain other instruments, and certain assets and liabilities acquired in a business combination, also \nat fair value on a nonrecurring basis.\nFinancial Instruments\nOur financial instruments include cash, cash equivalents, marketable and non-marketable securities, derivative \nfinancial instruments, financial guarantees, accounts receivable, and convertible notes.\nCredit Risks\nWe are subject to concentration of credit risk primarily from cash equivalents, marketable debt securities, \nderivative financial instruments, including foreign exchange contracts, accounts receivable, and convertible notes. We \nmanage the concentration of our credit risk exposure through timely assessment of our counterparty creditworthiness, \ncredit limits, and use of collateral management. Foreign exchange contracts are transacted with various financial \ninstitutions with high credit standing. Accounts receivable are typically unsecured and are derived from revenues \nearned from customers located around the world. We manage the concentration of our credit risk exposure by \nperforming ongoing evaluations to determine customer credit and we limit the amount of credit we extend. We \ngenerally do not require collateral from our customers.\nCash Equivalents\nWe invest excess cash primarily in asset-backed and mortgage-backed securities, corporate debt securities, \ngovernment bonds, money market funds, and time deposits.\nMarketable Securities\nWe classify all marketable debt securities that have effective maturities of three months or less from the date of \npurchase as cash equivalents and those with effective maturities of greater than three months as marketable \nsecurities. We determine the appropriate classification of our investments in marketable debt securities at the time of \npurchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our \nmarketable debt securities as available-for-sale. After consideration of our risk versus reward objectives, as well as our \nliquidity requirements, we may sell these debt securities prior to their effective maturities. As we view these securities \nas available to support current operations, we classify highly liquid securities with maturities beyond 12 months as \ncurrent assets under the caption marketable securities. We carry these securities at fair value, and report the \nunrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for the changes in allowance \nfor expected credit losses, which are recorded in OI&E. For certain marketable debt securities we have elected the fair \nvalue option, for which changes in fair value are recorded in OI&E. We determine any realized gains and losses on the \nsale of marketable debt securities on a specific identification method, and we record such gains and losses as a \ncomponent of OI&E.\nOur investments in marketable equity securities are measured at fair value with the related gains and losses, \nincluding unrealized, recognized in OI&E. \nNon-Marketable Securities\nNon-marketable securities primarily consist of equity securities. We account for non-marketable equity securities \nthrough which we exercise significant influence but do not have control over the investee under the equity method. \nOther non-marketable equity securities that we hold are primarily accounted for under the measurement alternative. \nUnder the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus \nchanges resulting from observable price changes in orderly transactions for identical or similar investments of the \nsame issuer. Adjustments are determined primarily based on a market approach as of the transaction date and are \nrecorded as a component of OI&E.\nNon-marketable securities that do not have effective contractual maturity dates are classified as other non-\ncurrent assets.\nTable of Contents\nAlphabet Inc.\n56.\n\nDerivative Financial Instruments\nSee Note 3 for the accounting policy pertaining to derivative financial instruments. \nFinancial Guarantees\nIn certain arrangements, we provide reimbursements for costs incurred by third parties during power generation \nproject development phases if specified trigger events occur. We recognize a noncontingent liability for the fair value of \nour obligation to stand ready to perform, reported in other long-term liabilities. We also recognize a contingent liability \nwhen it becomes probable that a payment will be required and the amount can be reasonably estimated.\nAccounts Receivable\nOur payment terms for accounts receivable vary by the types and locations of our customers and the products or \nservices offered. The term between invoicing and when payment is due is not significant. Additionally, accounts \nreceivable includes amounts for services performed in advance of the right to invoice the customer.\nWe maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts \nreceivable, and changes in such are classified as general and administrative expense. We assess collectibility by \nreviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when \nwe identify specific customers with known disputes or collectibility issues. With respect to current accounts receivables, \nwe elected to assume that current conditions as of the balance sheet date do not change for the remaining life of the \nasset. In determining the amount of the allowance for credit losses for those assets, we adjust historical loss \ninformation to reflect current market conditions and customer-specific information to the extent that historical loss \ninformation does not reflect current conditions.\nConvertible Notes\nOur investments in convertible notes are primarily recorded at amortized cost which includes unpaid principal \nbalances, deferred origination costs, and any related discount or premium, net of allowances for credit losses, and are \nincluded within other non-current assets.\nOther\nOur financial instruments also include debt and equity investments in companies with which we also entered into \ncommercial arrangements at or near the same time. For these transactions, judgment is required in assessing the \nsubstance of the arrangements, including assessing whether the components of the arrangements should be \naccounted for as separate transactions under the applicable GAAP, and determining the value of the components of \nthe arrangements, including the fair value of the investments. Additionally, if our investment in such companies \nbecomes impaired, we may need to re-evaluate the accounting for the commercial arrangement, including reducing \nany remaining performance obligations.\nImpairment of Investments\nWe periodically review our debt securities with unrealized gains and losses recorded as a component of \nstockholders' equity and non-marketable equity securities for impairment. \nFor debt securities in an unrealized loss position, we determine whether a credit loss exists. The credit loss is \nestimated by considering available information relevant to the collectibility of the security and information about past \nevents, current conditions, and reasonable and supportable forecasts. Any credit loss is recorded as a charge to OI&E, \nnot to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in AOCI. If \nwe have an intent to sell, or if it is more likely than not that we will be required to sell a debt security in an unrealized \nloss position before recovery of its amortized cost basis, we will write down the security to its fair value and record the \ncorresponding charge as a component of OI&E.\nFor non-marketable equity securities, including equity method investments, we consider whether impairment \nindicators exist by evaluating the companies' financial and liquidity position and access to capital resources, among \nother indicators. If the assessment indicates that the investment is impaired, we write down the investment to its fair \nvalue by recording the corresponding charge as a component of OI&E. We prepare quantitative measurements of the \nfair value of our equity investments using a market approach or an income approach.\nInventory\nInventory consists primarily of finished goods and is stated at the lower of cost and net realizable value. Cost is \ngenerally computed using the first-in, first-out method.\nTable of Contents\nAlphabet Inc.\n57.\n\nVariable Interest Entities\nWe determine at the inception of each arrangement whether an entity in which we have made an investment or in \nwhich we have other variable interests is considered a variable interest entity (VIE). We consolidate VIEs when we are \nthe primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most \nsignificantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses \nor benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a \nVIE in accordance with applicable GAAP.\nPeriodically, we assess whether any changes in our interest or relationship with the entity affect our determination \nof whether the entity is a VIE and, if so, whether we are the primary beneficiary. \nProperty and Equipment\nProperty and equipment is comprised of technical infrastructure, office space, corporate and other assets \ncurrently in service, and assets not yet in service. Technical infrastructure includes data center land, buildings and \nleasehold improvements, and servers and network equipment. Office space includes office land, buildings, and \nleasehold improvements. Assets not yet in service are those that are not ready for their intended use, including data \ncenter buildings and servers in the process of construction or assembly. \nProperty and equipment are stated at cost less accumulated depreciation. Depreciation commences once assets \nare ready for their intended use and is recorded using the straight-line method over the estimated useful lives of the \nassets, which we regularly evaluate for factors such as technological obsolescence and our planned use and \nutilization. We depreciate data center and office buildings over periods of seven to 40 years. We depreciate servers \nand network equipment generally over a period of six years. We depreciate corporate and other assets over periods of \ntwo to 25 years. We depreciate leasehold improvements over the shorter of the remaining lease term or the estimated \nuseful lives of the assets. Land is not depreciated. \nGoodwill\nWe allocate goodwill to reporting units based on the expected benefit from the business combination. We \nevaluate our reporting units periodically, as well as when changes in our operating segments occur. For changes in \nreporting units, we reassign goodwill using a relative fair value allocation approach. We test our goodwill for \nimpairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be \nimpaired. Goodwill impairments were not material for the periods presented.\nLeases\nWe determine if an arrangement is a lease at inception. Our lease agreements generally contain lease and non-\nlease components. Payments under our lease arrangements are primarily fixed. Non-lease components primarily \ninclude payments for maintenance and utilities. We combine fixed payments for non-lease components with lease \npayments and account for them together as a single lease component which increases the amount of our lease assets \nand liabilities.\nCertain lease agreements contain variable payments, which are expensed as incurred and not included in the \nlease assets and liabilities. These amounts primarily include payments affected by the Consumer Price Index, and \npayments for maintenance and utilities.\nLease assets and liabilities are recognized at the present value of the future lease payments at the lease \ncommencement date. The interest rate used to determine the present value of the future lease payments is our \nincremental borrowing rate, because the interest rate implicit in our leases is not readily determinable. Our incremental \nborrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, \nand in economic environments where the leased asset is located. Our lease terms and payments include periods \nunder options to purchase, extend, or terminate the lease when it is reasonably certain that we will exercise that \noption. We generally use the base, non-cancelable, lease term when determining the lease assets and liabilities. \nLease assets also include any prepaid lease payments and lease incentives.\nThe current portion of our operating lease liabilities is included in accrued expenses and other current liabilities, \nand the long-term portion is included in operating lease liabilities. Finance lease assets are included in property and \nequipment, net. Finance lease liabilities are included in accrued expenses and other current liabilities or other long-\nterm liabilities.\nOperating lease expense (excluding variable lease costs) is recognized on a straight-line basis over the lease \nterm. Finance lease expense is recognized on a straight-line basis over the shorter of the lease term or the useful life \nof the asset, and interest expense is recognized based on the incremental borrowing rate.\nTable of Contents\nAlphabet Inc.\n58.\n\nImpairment of Long-Lived Assets\nWe review leases, property and equipment, and intangible assets, excluding goodwill, for impairment when \nevents or changes in circumstances indicate the carrying amount may not be recoverable. The evaluation is performed \nat the lowest level of identifiable cash flows independent of other assets. We measure recoverability of these assets by \ncomparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected \nto generate. If the carrying value of the assets or asset group is not recoverable, the impairment recognized is \nmeasured as the amount by which the carrying value exceeds its fair value.\nIncome Taxes\nWe account for income taxes using the asset and liability method, under which we recognize the amount of taxes \npayable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of \nevents that have been recognized in our financial statements or tax returns. We measure current and deferred tax \nassets and liabilities based on provisions of enacted tax law. We evaluate the likelihood of future realization of our \ndeferred tax assets based on all available evidence and establish a valuation allowance to reduce deferred tax assets \nwhen it is more likely than not that they will not be realized or release a valuation allowance to increase deferred tax \nassets when it is more likely than not that they will be realized. We have elected to account for the tax effects of the \nglobal intangible low tax income provision as a current period expense.\nWe recognize the financial statement effects of a tax position when it is more likely than not that, based on \ntechnical merits, the position will be sustained upon examination. The tax benefits of the position recognized in the \nfinancial statements are then measured based on the largest amount of benefit that is greater than 50% likely to be \nrealized upon settlement with a taxing authority. In addition, we recognize interest and penalties related to \nunrecognized tax benefits as a component of the income tax provision.\nBusiness Combinations\nWe include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the \npurchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values, \nexcept for revenue contracts acquired, which are recognized in accordance with our revenue recognition policy. The \nexcess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. \nAcquisition-related expenses are recognized separately from the business combination and are expensed as incurred.\nForeign Currency\nWe translate the financial statements of our international subsidiaries to US dollars using month-end exchange \nrates for assets and liabilities, and average rates for the period derived from month-end exchange rates for revenues, \ncosts, and expenses. We record translation gains and losses in AOCI as a component of stockholders’ equity. We \nreflect net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to \nfunctional currency as a component of foreign currency exchange gain (loss) in OI&E.\nRecently Issued Accounting Pronouncements Not Yet Adopted\nIn November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update \n(ASU) 2024-03 \"Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic \n220-40)\" to improve the disclosures about an entity’s expenses. Upon adoption, we will be required to disclose in the \nnotes to the financial statements a disaggregation of certain expense categories included within the relevant expense \ncaptions on the consolidated statements of income. The standard is effective for our 2027 annual period, and our \ninterim periods beginning in 2028, with early adoption permitted. The standard can be applied either prospectively or \nretrospectively. We are currently assessing adoption timing, the method of adoption, and the effect that the updated \nstandard will have on our financial statement disclosures.\nIn September 2025, the FASB issued ASU 2025-06 \"Intangibles: Goodwill and Other‒Internal-Use Software \n(Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software\" to modernize the accounting \nfor software costs under Subtopic 350-40, Intangibles‒Goodwill and Other‒Internal-Use Software (referred to as \n“internal-use software”). Upon adoption, we will be required to account for internal-use software under the updated \ncapitalization criteria. The standard is effective for our interim and annual 2028 periods, with early adoption permitted. \nThe standard can be applied either prospectively, retrospectively, or under a modified transition approach. We are \ncurrently assessing adoption timing, the method of adoption, and the effect that the updated standard will have on our \nconsolidated financial statements.\nRecently Adopted Accounting Pronouncements\nTable of Contents\nAlphabet Inc.\n59.\n\nIn December 2023, the FASB issued ASU 2023-09 \"Income Taxes (Topics 740): Improvements to Income Tax \nDisclosures\" which expands the disclosure requirements for income taxes. We adopted this ASU for our 2025 annual \nperiod with the comparative periods updated to reflect additional disclosures. See Note 14 for the revised disclosures \nconsistent with the new standard.\nPrior Period Reclassifications\nCertain amounts in prior periods have been reclassified to conform with current period presentation.\nNote 2. Revenues \nDisaggregated Revenues\nThe following table presents revenues disaggregated by type (in millions):\nYear Ended December 31,\n2023\n2024\n2025\nGoogle Search & other\n$ \n175,033 $ \n198,084 $ \n224,532 \nYouTube ads\n \n31,510 \n36,147 \n40,367 \nGoogle Network\n \n31,312 \n30,359 \n29,792 \nGoogle advertising\n \n237,855 \n264,590 \n294,691 \nGoogle subscriptions, platforms, and devices\n \n34,688 \n40,340 \n48,030 \nGoogle Services total\n \n272,543 \n304,930 \n342,721 \nGoogle Cloud\n \n33,088 \n43,229 \n58,705 \nOther Bets\n \n1,527 \n1,648 \n1,537 \nHedging gains (losses)\n \n236 \n211 \n(127) \nTotal revenues\n$ \n307,394 $ \n350,018 $ \n402,836 \nNo individual customer or groups of affiliated customers represented more than 10% of our revenues in 2023, \n2024, or 2025. \nThe following table presents revenues disaggregated by geography, based on the addresses of our customers (in \nmillions):\nYear Ended December 31,\n \n2023\n2024\n2025\nUnited States\n$ 146,286 \n 47 % $ 170,447 \n 49 % $ 194,229 \n 48 %\nEMEA(1)\n \n91,038 \n 30 \n \n102,127 \n 29 \n \n117,152 \n 29 \nAPAC(1)\n \n51,514 \n 17 \n \n56,815 \n 16 \n \n67,680 \n 17 \nOther Americas(1)\n \n18,320 \n 6 \n \n20,418 \n 6 \n \n23,902 \n 6 \nHedging gains (losses)\n \n236 \n 0 \n \n211 \n 0 \n \n(127) \n 0 \nTotal revenues\n$ 307,394 100 % $ 350,018 100 % $ 402,836 100 %\n(1)\nRegions represent Europe, the Middle East, and Africa (EMEA); Asia-Pacific (APAC); and Canada and Latin America (\"Other \nAmericas\").\nRevenue Backlog\nAs of December 31, 2025, we had $242.8 billion of remaining performance obligations (“revenue backlog\"), \nprimarily related to Google Cloud. Revenue backlog represents commitments in customer contracts that have not yet \nbeen recognized as revenue. We expect to recognize just over 50% of the revenue backlog as revenues over the next \n24 months with the remainder to be recognized thereafter. The estimated revenue backlog and timing of revenue \nrecognition for these commitments is largely driven by contract duration, our ability to deliver in accordance with \nrelevant contract terms, and when our customers utilize services. Revenue backlog includes related deferred revenue \ncurrently recorded as well as amounts that will be invoiced in future periods, and excludes contracts with an original \nexpected term of one year or less and cancellable contracts.\nDeferred Revenues\nWe record deferred revenues when cash payments are received or due in advance of our performance, including \namounts which are refundable. Deferred revenues primarily relate to Google Cloud and Google subscriptions, \nplatforms, and devices. Total deferred revenue as of December 31, 2024 was $6.0 billion, of which $4.6 billion was \nTable of Contents\nAlphabet Inc.\n60.\n\nrecognized as revenues for the year ended December 31, 2025. Total deferred revenue as of December 31, 2025 was \n$8.6 billion. \nNote 3. Financial Instruments \nFair Value Measurements\nInvestments Measured at Fair Value on a Recurring Basis\nCash equivalents and marketable equity securities are measured at fair value and classified within Level 1 and \nLevel 2 in the fair value hierarchy, because we use quoted prices for identical assets in active markets or inputs that \nare based upon quoted prices for similar instruments in active markets.\nDebt securities are measured at fair value and classified within Level 2 in the fair value hierarchy, because we use \nquoted market prices to the extent available or alternative pricing sources and models utilizing market observable \ninputs to determine fair value.\nThe following tables summarize our cash, cash equivalents, and marketable securities measured at fair value on \na recurring basis (in millions):\nAs of December 31, 2024\nQuoted Prices in\nActive Markets\nfor Identical Assets\n(Level 1)\nSignificant Other\nObservable Inputs\n(Level 2)\nTotal\nCash\n$ \n12,407 \nCash equivalents:\nMoney market funds\n$ \n8,154 $ \n0 $ \n8,154 \nTime deposits\n \n0 \n2,081 \n2,081 \nGovernment bonds\n \n0 \n746 \n746 \nCorporate debt securities\n \n0 \n78 \n78 \nTotal cash and cash equivalents\n \n8,154 \n2,905 \n23,466 \nMarketable securities:\nMarketable equity securities(1)\n4,708\n105\n4,813\nTime deposits\n \n0 \n136 \n136 \nGovernment bonds\n0\n28,709\n28,709\nCorporate debt securities\n0\n21,116\n21,116\nMortgage-backed and asset-backed securities\n0\n17,417\n17,417\nTotal marketable securities\n \n4,708 \n67,483 \n72,191 \nTotal\n$ \n12,862 $ \n70,388 $ \n95,657 \n(1)\nThe long-term portion of marketable equity securities (subject to long-term lock-up restrictions) of $266 million as of \nDecember 31, 2024 is included within other non-current assets. \nTable of Contents\nAlphabet Inc.\n61.\n\nAs of December 31, 2025\nQuoted Prices in\nActive Markets\nfor Identical Assets\n(Level 1)\nSignificant Other\nObservable Inputs\n(Level 2)\nTotal\nCash\n$ \n15,305 \nCash equivalents:\nMoney market funds\n$ \n11,349 $ \n0 $ \n11,349 \nTime deposits\n \n0 \n3,353 \n3,353 \nGovernment bonds\n \n0 \n602 \n602 \nCorporate debt securities\n \n0 \n99 \n99 \nTotal cash and cash equivalents\n \n11,349 \n4,054 \n30,708 \nMarketable securities:\nMarketable equity securities\n4,402\n1,911\n6,313\nTime deposits\n \n0 \n0 \n0 \nGovernment bonds\n0\n50,549\n50,549\nCorporate debt securities\n0\n21,565\n21,565\nMortgage-backed and asset-backed securities\n0\n17,708\n17,708\nTotal marketable securities\n \n4,402 \n91,733 \n96,135 \nTotal\n$ \n15,751 $ \n95,787 $ \n126,843 \nInvestments Measured at Fair Value on a Nonrecurring Basis\nNon-marketable equity securities accounted for under the measurement alternative are investments in privately \nheld companies without readily determinable market values. The carrying value of these non-marketable equity \nsecurities is adjusted upward or downward to fair value upon observable transactions for identical or similar \ninvestments of the same issuer or impairment. Non-marketable equity securities that have been remeasured during the \nperiod based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy, and \nremeasurements due to impairment are classified within Level 3. Our valuation methods include option pricing models, \nmarket comparable approach, and common stock equivalent method, which may include a combination of the \nobservable transaction price at the transaction date and other unobservable inputs including volatility, expected time to \nexit, risk free rate, and the rights and obligations of the securities we hold. These inputs vary significantly based on \ninvestment type.\nAs of December 31, 2025, the carrying value of our non-marketable equity securities accounted for under the \nmeasurement alternative was $64.1 billion, of which $45.6 billion were remeasured at fair value during the year ended \nDecember 31, 2025, and were primarily classified within Level 2 of the fair value hierarchy at the time of measurement.\nDebt and Equity Securities\nDebt Securities\nThe following table summarizes the estimated fair value of investments in available-for-sale marketable debt \nsecurities by effective contractual maturity dates (in millions):\nAs of\nDecember 31, 2025\nDue in 1 year or less\n$ \n26,735 \nDue in 1 year through 5 years\n \n37,001 \nDue in 5 years through 10 years\n \n12,769 \nDue after 10 years\n \n13,317 \nTotal\n$ \n89,822 \nThe following tables present fair values and gross unrealized gains and losses recorded to AOCI, less any \nexpected credit losses, aggregated by investment category (in millions):\nTable of Contents\nAlphabet Inc.\n62.\n\nAs of December 31, 2024\nAdjusted Cost\nGross \nUnrealized \nGains\nGross \nUnrealized \nLosses\nFair Value\nTime deposits\n$ \n2,217 $ \n0 $ \n0 $ \n2,217 \nGovernment bonds\n27,551\n \n83 \n(214) \n27,420 \nCorporate debt securities\n \n18,300 \n79 \n(222) \n18,157 \nMortgage-backed and asset-backed securities\n \n14,437 \n63 \n(385) \n14,115 \nTotal investments with fair value change \nreflected in other comprehensive income\n$ \n62,505 $ \n225 $ \n(821) $ \n61,909 \nAs of December 31, 2025\nAdjusted Cost\nGross \nUnrealized \nGains\nGross \nUnrealized \nLosses\nFair Value\nTime deposits\n$ \n3,353 $ \n0 $ \n0 $ \n3,353 \nGovernment bonds\n49,087\n \n443 \n(26) \n49,504 \nCorporate debt securities\n \n18,346 \n242 \n(32) \n18,556 \nMortgage-backed and asset-backed securities\n \n14,337 \n174 \n(128) \n14,383 \nTotal investments with fair value change \nreflected in other comprehensive income\n$ \n85,123 $ \n859 $ \n(186) $ \n85,796 \nThe following tables present fair values and gross unrealized losses recorded to AOCI, aggregated by \ninvestment category and the length of time that individual securities have been in a continuous loss position (in \nmillions):\n \nAs of December 31, 2024\n \nLess than 12 Months\n12 Months or Greater\nTotal\n \nFair Value\nUnrealized\nLoss\nFair Value\nUnrealized\nLoss\nFair Value\nUnrealized\nLoss\nGovernment bonds\n$ \n11,119 $ \n(126) $ \n2,576 $ \n(88) $ \n13,695 $ \n(214) \nCorporate debt securities\n \n4,228 \n(17) \n6,838 \n(168) \n11,066 \n(185) \nMortgage-backed and asset-backed \nsecurities\n \n5,222 \n(106) \n3,813 \n(279) \n9,035 \n(385) \nTotal\n$ \n20,569 $ \n(249) $ \n13,227 $ \n(535) $ \n33,796 $ \n(784) \n \nAs of December 31, 2025\n \nLess than 12 Months\n12 Months or Greater\nTotal\n \nFair Value\nUnrealized\nLoss\nFair Value\nUnrealized\nLoss\nFair Value\nUnrealized\nLoss\nGovernment bonds\n$ \n4,230 $ \n(9) $ \n1,174 $ \n(17) $ \n5,404 $ \n(26) \nCorporate debt securities\n \n915 \n0 \n2,429 \n(24) \n3,344 \n(24) \nMortgage-backed and asset-backed \nsecurities\n \n1,377 \n(4) \n3,035 \n(124) \n4,412 \n(128) \nTotal\n$ \n6,522 $ \n(13) $ \n6,638 $ \n(165) $ \n13,160 $ \n(178) \nTable of Contents\nAlphabet Inc.\n63.\n\nWe determine realized gains or losses on the sale or extinguishment of debt securities on a specific identification \nmethod. For certain marketable debt securities, we have elected the fair value option for which changes in fair value \nare recorded in OI&E. The fair value option was elected for these securities to align with the unrealized gains and \nlosses from related derivative contracts. \nThe following table summarizes gains and losses for debt securities, reflected as a component of OI&E (in \nmillions):\nYear Ended December 31,\n2023\n2024\n2025\nUnrealized gain (loss) on fair value option debt securities\n$ \n386 $ \n30 $ \n254 \nGross realized gain on debt securities\n \n182 \n482 \n572 \nGross realized loss on debt securities\n \n(1,833) \n(1,553) \n(316) \n(Increase) decrease in allowance for credit losses\n \n50 \n(2) \n30 \nTotal gain (loss) on debt securities recognized in other income \n(expense), net\n$ \n(1,215) $ \n(1,043) $ \n540 \nNon-marketable Securities\nOur non-marketable securities primarily consist of non-marketable equity securities accounted for under the \nmeasurement alternative. The carrying value is measured at the total initial cost plus the cumulative net upward and \ndownward adjustments (including impairments). We account for non-marketable equity securities through which we \nexercise significant influence but do not have control over the investee under the equity method. Certain of our non-\nmarketable securities include our investments in VIEs where we are not the primary beneficiary. See Note 5 for further \ndetails on VIEs.\nRealized net gain (loss) on equity securities sold during the period reflects the difference between the sale \nproceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later. \nAll gains and losses, including impairments, are included as components of OI&E. \nThe carrying values for non-marketable securities are summarized below (in millions):\nAs of December 31,\n2024\n2025\nNon-marketable securities:\nTotal initial cost of non-marketable equity securities accounted for under the \nmeasurement alternative\n$ \n20,940 $ \n28,429 \nCumulative upward adjustments\n \n22,709 \n44,485 \nCumulative downward adjustments (including impairments)\n \n(8,431) \n(8,820) \nCarrying value of non-marketable equity securities accounted for under the \nmeasurement alternative\n \n35,218 \n64,094 \nEquity method investments and other \n \n2,764 \n4,593 \nTotal non-marketable securities\n$ \n37,982 $ \n68,687 \nGains and Losses on Equity Securities\nGains and losses (including impairments), net, for equity securities included in OI&E are summarized below (in \nmillions):\nTable of Contents\nAlphabet Inc.\n64.\n\nYear Ended December 31,\n \n2023\n2024\n2025\nGross unrealized gain on non-marketable equity securities \naccounted for under the measurement alternative\n$ \n1,806 $ \n5,582 $ \n22,666 \nGross unrealized loss (including impairments) on non-\nmarketable equity securities accounted for under the \nmeasurement alternative\n \n(2,894) \n(2,210) \n(1,271) \nUnrealized net gain (loss) on non-marketable equity \nsecurities accounted for under the measurement alternative\n \n(1,088) \n3,372 \n21,395 \nUnrealized net gain (loss) on marketable and other equity \nsecurities\n \n790 \n156 \n1,907 \nRealized net gain (loss) on marketable and non-marketable \nequity securities sold during the period\n \n690 \n186 \n778 \nTotal gain (loss) on equity securities in other income \n(expense), net (1)\n$ \n392 $ \n3,714 $ \n24,080 \n(1) Excludes income (loss) and impairment from equity method investments. Refer to Note 7 for further details.\nCumulative net gains (losses), calculated as the difference between the sales price and purchase price, \nrepresent the total net gains (losses) recognized after the initial purchase date. This represents the total economic \nimpact of the investment, regardless of when the gains or losses were previously recognized. Cumulative net gains on \nequity securities sold were $748 million and $387 million for the years ended December 31, 2024 and 2025, \nrespectively.\nDerivative Financial Instruments\nWe primarily use derivative instruments to manage risks relating to our ongoing business operations, including \nforeign currencies, interest rates, commodity prices, credit exposures, and market prices of certain marketable equity \nsecurities. Additionally, we enter into derivatives to enhance investment returns. We also enter into derivatives as a \nresult of agreements with third parties to backstop certain obligations related to data center leases. These backstop \nagreements are accounted for as credit derivatives.\nWe recognize derivative instruments in the Consolidated Balance Sheets at fair value and classify them primarily \nwithin Level 2 in the fair value hierarchy. We present our foreign currency collars (an option strategy comprised of a \ncombination of purchased and written options) at net fair values and present all other derivatives at gross fair values. \nThe accounting treatment for derivatives is based on the intended use and hedge designation.\nCash Flow Hedges\nWe designate foreign currency forwards and options (including collars) as cash flow hedges to hedge certain \nforecasted revenue transactions denominated in currencies other than the US dollar. These contracts have maturities \nof 24 months or less.\nCash flow hedge amounts included in the assessment of hedge effectiveness are deferred in AOCI and \nreclassified to revenue when the hedged item is recognized in earnings. Hedge components excluded from our \nassessment of hedge effectiveness are amortized on a straight-line basis over the life of the hedging instrument in \nrevenues. The difference between fair value changes of the excluded component and the amount amortized to \nrevenues is recorded in AOCI.\nAs of December 31, 2025, the net accumulated loss on our foreign currency cash flow hedges before tax effect \nwas $60 million, which is expected to be reclassified from AOCI into revenues within the next 12 months.\nAdditionally, we may designate interest rate derivatives as cash flow hedges to manage our exposure to certain \ninterest rate risks. Changes in the fair value of these derivatives are deferred in AOCI and reclassified to OI&E when \nthe hedged item is recognized in earnings. \nFair Value Hedges\nWe designate foreign currency forwards as fair value hedges to hedge foreign currency risks for our marketable \ndebt securities denominated in currencies other than the US dollar. Fair value hedge amounts included and excluded \nfrom the assessment of hedge effectiveness are recognized in OI&E.\nNet Investment Hedges\nWe designate foreign currency forwards, options (including collars), cross-currency swaps, and foreign currency-\ndenominated debt as net investment hedges to hedge the foreign currency risks related to our investments in foreign \nTable of Contents\nAlphabet Inc.\n65.\n\nsubsidiaries. Net investment hedge amounts included in the assessment of hedge effectiveness are recognized in \nAOCI. \nChanges in the fair value of hedge components of forward and option contracts that are excluded from the \nassessment of hedge effectiveness are recognized in OI&E. Hedge components of cross-currency swaps that are \nexcluded from the assessment of hedge effectiveness are amortized over the life of the hedging instrument and \nrecognized in OI&E. The difference between fair value changes of the excluded component and the amount amortized \nto OI&E is recorded in AOCI.\nWe had no foreign currency-denominated debt as of December 31, 2024 and $15.4 billion carrying value of \nforeign currency-denominated debt designated as net investment hedges as of December 31, 2025.\nDerivatives Not Designated as Hedging Instruments\nWe enter into derivatives not designated as hedging instruments to manage risks related to our ongoing business \noperations. The primary risk managed is foreign exchange risk related to the remeasurement of monetary assets or \nliabilities denominated in currencies other than the functional currency of a subsidiary. Gains and losses on these \nforeign exchange derivatives are recorded within the “foreign currency exchange gain (loss), net” component of OI&E. \nWe also enter into derivatives to manage other risks, to enhance investment returns, and as a result of \nagreements with certain third parties to backstop certain obligations relating to data center leases. Gains and losses \narising from other derivatives are primarily reflected within the “other” component of OI&E. See Note 7 for further \ndetails. \nThe gross notional amounts of outstanding derivative instruments were as follows (in millions):\nAs of December 31,\n2024\n2025\nDerivatives designated as hedging instruments:\nForeign exchange contracts\nCash flow hedges\n$ \n20,315 $ \n23,852 \nFair value hedges\n$ \n1,562 $ \n0 \nNet investment hedges\n$ \n6,986 $ \n14,203 \nDerivatives not designated as hedging instruments:\nForeign exchange contracts\n$ \n44,227 $ \n56,085 \nCredit derivatives(1)\n$ \n0 $ \n16,940 \nOther contracts\n$ \n15,082 $ \n15,900 \n(1) \nNotional amounts for credit derivatives are the backstop obligations related to certain third-party data center leases and \nrepresent the maximum potential amount of future payments that could be required in the event of certain default scenarios \nover remaining agreement periods of up to 15 years. In the event we are required to make payments under certain backstop \nobligations, we may receive equity in or cash payments from certain counterparties, the amounts for which are not reflected in \nthe notional amounts for credit derivatives. See Note 5 for further details.\nThe fair values of outstanding derivative instruments were as follows (in millions):\n \nAs of December 31, 2024\nAs of December 31, 2025\n \nAssets(1)\nLiabilities(2)\nAssets(1)\nLiabilities(2)\nDerivatives designated as hedging instruments:\nForeign exchange contracts\n$ \n1,054 $ \n0 $ \n316 $ \n197 \nDerivatives not designated as hedging \ninstruments:\nForeign exchange contracts\n \n200 \n593 \n92 \n84 \nOther contracts\n \n474 \n19 \n324 \n98 \nTotal derivatives not designated as hedging \ninstruments\n \n674 \n612 \n416 \n182 \nTotal\n$ \n1,728 $ \n612 $ \n732 $ \n379 \n(1) \nDerivative assets are recorded as other current and non-current assets.\n(2) \nDerivative liabilities are recorded as accrued expenses and other liabilities, current and non-current.\nTable of Contents\nAlphabet Inc.\n66.\n\nThe gains (losses) on derivatives and non-derivative financial instruments in cash flow hedging and net \ninvestment hedging relationships recognized in other comprehensive income are summarized below (in millions):\n \nYear Ended December 31,\n2023\n2024\n2025\nCash flow hedging relationship:\nForeign exchange and other contracts\nAmount included in the assessment of effectiveness\n$ \n90 $ \n857 $ \n(978) \nAmount excluded from the assessment of \neffectiveness\n \n84 \n77 \n(45) \nNet investment hedging relationship:\nAmounts included in the assessment of effectiveness\nForeign exchange contracts\n \n(287) \n223 \n(765) \nForeign currency-denominated debt\n \n0 \n0 \n(393) \nAmounts excluded from the assessment of \neffectiveness\nForeign exchange contracts\n \n0 \n0 \n11 \nTotal\n$ \n(113) $ \n1,157 $ \n(2,170) \nThe table below presents the gains (losses) of derivatives included on the Consolidated Statements of Income: \n(in millions):\nYear Ended December 31,\n2023\n2024\n2025\nRevenues\nOther \nincome \n(expense), \nnet\nRevenues\nOther \nincome \n(expense), \nnet\nRevenues\nOther \nincome \n(expense), \nnet\nTotal amounts included on the Consolidated \nStatements of Income\n$ 307,394 $ \n1,424 $ 350,018 $ \n7,425 $ 402,836 $ 29,787 \nEffect of cash flow hedges:\nForeign exchange contracts\nAmount included in the assessment of \neffectiveness\n \n213 \n0 \n174 \n0 \n(233) \n0 \nAmount excluded from the assessment \nof effectiveness\n \n24 \n0 \n37 \n0 \n107 \n0 \nEffect of fair value hedges:\nForeign exchange contracts\nHedged items\n \n0 \n59 \n0 \n(59) \n0 \n(9) \nAmount included in the assessment of \neffectiveness\n \n0 \n(59) \n0 \n58 \n0 \n9 \nAmount excluded from the assessment \nof effectiveness\n \n0 \n15 \n0 \n13 \n0 \n1 \nEffect of net investment hedges:\nForeign exchange contracts\nAmount excluded from the assessment \nof effectiveness\n \n0 \n187 \n0 \n137 \n0 \n189 \nEffect of non-designated hedges:\nForeign exchange contracts\n \n0 \n7 \n0\n \n335 \n0 \n445 \nOther contracts\n \n0 \n53 \n0 \n174 \n0 \n(148) \nTotal gains (losses)\n$ \n237 $ \n262 $ \n211 $ \n658 $ \n(126) $ \n487 \nTable of Contents\nAlphabet Inc.\n67.\n\nOffsetting of Derivatives\nWe enter into master netting arrangements and collateral security arrangements to reduce credit risk. Cash \ncollateral received related to derivative instruments under our collateral security arrangements are included in other \ncurrent assets with a corresponding liability. Cash and non-cash collateral pledged related to derivative instruments \nunder our collateral security arrangements are primarily included in other current assets.\nThe gross amounts of derivative instruments subject to master netting arrangements with various \ncounterparties, and cash and non-cash collateral received and pledged under such agreements were as follows (in \nmillions):\nAs of December 31, 2024\nGross Amounts Not Offset in \nthe Consolidated Balance \nSheets, but Have Legal Rights \nto Offset\nGross \nAmounts \nRecognized\nGross \nAmounts \nOffset in the \nConsolidated \nBalance \nSheets\nNet Amounts \nPresented in \nthe \nConsolidated \nBalance \nSheets\nFinancial \nInstruments(1)\nCash and \nNon-Cash \nCollateral \nReceived or \nPledged\nNet Amounts\nDerivatives assets\n$ \n1,776 $ \n(48) $ \n1,728 $ \n(516) $ \n(721) $ \n491 \nDerivatives liabilities\n$ \n660 $ \n(48) $ \n612 $ \n(516) $ \n(9) $ \n87 \nAs of December 31, 2025\nGross Amounts Not Offset in \nthe Consolidated Balance \nSheets, but Have Legal Rights \nto Offset\nGross \nAmounts\nRecognized\nGross \nAmounts \nOffset in the \nConsolidated \nBalance \nSheets\nNet Amounts \nPresented in \nthe \nConsolidated \nBalance \nSheets\nFinancial \nInstruments(1)\nCash and \nNon-Cash \nCollateral \nReceived or \nPledged\nNet Amounts\nDerivatives assets\n$ \n842 $ \n(110) $ \n732 $ \n(140) $ \n(231) $ \n361 \nDerivatives liabilities\n$ \n489 $ \n(110) $ \n379 $ \n(140) $ \n(15) $ \n224 \n(1) \nThe balances as of December 31, 2024 and 2025 were related to derivatives allowed to be net settled in accordance with our \nmaster netting agreements.\nNote 4. Leases \nWe have entered into operating and finance lease agreements primarily for data centers, land, and offices \nthroughout the world with varying lease terms.\nComponents of lease costs were as follows (in millions):\nYear Ended December 31,\n2023\n2024\n2025\nOperating lease cost\n$ \n3,362 $ \n3,304 $ \n3,345 \nFinance lease cost:\nAmortization of lease assets\n \n469 \n413 \n553 \nInterest on lease liabilities\n \n35 \n31 \n65 \nFinance lease cost\n \n504 \n444 \n618 \nVariable lease cost\n \n1,182 \n1,425 \n1,739 \nTotal lease cost\n$ \n5,048 $ \n5,173 $ \n5,702 \nTable of Contents\nAlphabet Inc.\n68.\n\nSupplemental information related to leases was as follows (in millions):\nDecember 31,\n2024\n2025\nWeighted-average remaining lease term:\nOperating leases\n7.8 years\n7.6 years\nFinance leases\n10.4 years\n8.3 years\nWeighted-average discount rate:\nOperating leases\n 3.4 %\n 3.6 %\nFinance leases\n 2.8 %\n 3.1 %\nDecember 31,\n2024\n2025\nOperating leases:\nOperating lease assets\n$ \n13,588 $ \n15,221 \nAccrued expenses and other liabilities\n$ \n2,887 $ \n3,209 \nOperating lease liabilities\n \n11,691 \n12,744 \nTotal operating lease liabilities\n$ \n14,578 $ \n15,954 \nFinance leases:\nProperty and equipment, at cost\n$ \n4,622 $ \n6,822 \nAccumulated depreciation\n \n(2,037) \n(2,025) \nProperty and equipment, net\n$ \n2,585 $ \n4,797 \nAccrued expenses and other liabilities\n$ \n235 $ \n441 \nOther long-term liabilities\n \n1,442 \n2,059 \nTotal finance lease liabilities\n$ \n1,677 $ \n2,500 \nYear Ended December 31,\n2023\n2024\n2025\nCash payments for lease liabilities:\nOperating cash flows used for operating leases\n$ \n3,173 $ \n3,425 $ \n3,370 \nOperating cash flows used for finance leases\n$ \n35 $ \n31 $ \n65 \nFinancing cash flows used for finance leases(1)\n$ \n705 $ \n405 $ \n1,988 \nAssets obtained in exchange for lease liabilities:\nOperating leases\n$ \n2,877 $ \n2,510 $ \n4,070 \nFinance leases\n$ \n564 $ \n313 $ \n1,606 \n(1)\nFinancing cash flows used for financing leases are included within financing activities as repayments of debt. The year ended \nDecember 31, 2025 includes $1.1 billion of prepayments for finance leases not yet commenced.\nTable of Contents\nAlphabet Inc.\n69.\n\nFuture lease payments as of December 31, 2025 were as follows (in millions):\nOperating \nLeases\nFinance \nLeases\n2026\n$ \n3,275 $ \n491 \n2027\n \n3,082 \n345 \n2028\n \n2,510 \n335 \n2029\n \n2,061 \n314 \n2030\n \n1,669 \n241 \nThereafter\n \n5,654 \n1,143 \nTotal undiscounted lease payments\n \n18,251 \n2,869 \nLess: imputed interest\n \n(2,297) \n(369) \nTotal lease liability balance\n$ \n15,954 $ \n2,500 \nAs of December 31, 2025, we have entered into leases primarily related to data centers that have not yet \ncommenced with short-term and long-term future lease payments of $5.8 billion and $52.7 billion, respectively, that are \nnot yet recorded. These leases will commence between 2026 and 2031 with non-cancelable lease terms primarily \nbetween one and 25 years.\nIn January 2026, we executed a power purchase agreement which we expect to be accounted for as a lease \nresulting in future payments depending on certain agreement terms of $9.9 billion between 2027 and 2047. If certain \ncontractual conditions for the project are not met, we would instead make a one-time payment of approximately \n$3.5 billion and assume ownership of the power generating assets.\nNote 5. Variable Interest Entities \nConsolidated VIEs\nWe consolidate VIEs in which we hold a variable interest and are the primary beneficiary. The results of \noperations and financial position of these VIEs are included in our consolidated financial statements. \nFor certain consolidated VIEs, their assets are not available to us, and their creditors do not have recourse to us. \nAs of December 31, 2024 and 2025, assets that can only be used to settle obligations of these VIEs were $8.7 billion \nand $5.6 billion, respectively, and are primarily included in cash and cash equivalents. As of December 31, 2024 and \n2025, liabilities for which creditors only have recourse to the VIEs were $2.3 billion and $2.0 billion, respectively. We \nmay continue to fund ongoing operations, including the potential funding of employee compensation programs, of \ncertain VIEs that are included within Other Bets.\nIn February 2026, Waymo, a consolidated VIE, announced an investment round of $16.0 billion, the significant \nmajority of which was funded by Alphabet. Investments from external parties will be accounted for as equity \ntransactions and will result in recognition of noncontrolling interests.\nTotal noncontrolling interests (NCI) in our consolidated subsidiaries were $4.2 billion and $3.4 billion as of \nDecember 31, 2024 and 2025, respectively, of which $1.1 billion and $841 million were redeemable noncontrolling \ninterests (RNCI) as of December 31, 2024 and 2025, respectively. NCI and RNCI are included within additional paid-in \ncapital. Net loss attributable to noncontrolling interests was not material for any period presented and is included within \nthe \"other\" component of OI&E. See Note 7 for further details on OI&E.\nUnconsolidated VIEs\nWe hold various forms of interests in Variable Interest Entities (VIEs), including certain of our investments in \nprivate companies and renewable energy entities, certain leases and credit backstops with data center entities, and \ncertain backstops with energy infrastructure entities. Because we have determined that we do not direct the activities \nthat most significantly impact the economic performance of these entities, we are not the primary beneficiary. \nTherefore, these VIEs are not consolidated within our financial statements.\nOur investments in private companies and renewable energy VIEs are primarily accounted for as non-marketable \nsecurities under the measurement alternative or the equity method. The carrying value of these investments are \nincluded within non-marketable securities on our Consolidated Balance Sheets. See Note 3 for further details on \ninvestments. The maximum exposure to these VIEs is generally limited to the current carrying value plus future funding \ncommitments. As of December 31, 2024 and 2025, future funding commitments were $1.5 billion and $1.1 billion, \nrespectively.\nTable of Contents\nAlphabet Inc.\n70.\n\nLeases with data center leasing VIEs are accounted for as finance leases and are included within total lease \nobligations disclosed in Note 4. The maximum exposure arising from leases with VIEs is limited to the net carrying \nvalue of commenced finance lease assets, plus the undiscounted future obligations for leases that have not yet \ncommenced. See Note 4 for further details on leases.\nCredit backstops we have provided to data center VIEs are accounted for as credit derivatives. The maximum \nexposure arising from credit backstops with VIEs is limited to the financial risk over the remaining period of the \narrangements, as reflected by the credit derivative notional value. See Note 3 for further details on credit derivatives.\nBackstop agreements we have provided to energy infrastructure VIEs are accounted for as financial guarantees. \nThe maximum exposure to these VIEs is limited to the potential amount of future payments under these arrangements. \nSee Note 10 for further details on financial guarantees.\nNote 6. Debt \nShort-Term Debt\nWe have a commercial paper program of up to $25.0 billion, which is used for general corporate purposes. We \nhad $2.3 billion of commercial paper outstanding with a weighted-average effective interest rate of 4.4% as of \nDecember 31, 2024 and no commercial paper outstanding as of December 31, 2025. The fair value of the commercial \npaper approximated its carrying value as of December 31, 2024.\nOur short-term debt balance also includes the current portion of certain long-term debt.\nLong-Term Debt\nDuring 2025, we issued $22.5 billion of US dollar-denominated senior unsecured notes and €13.25 billion of euro-\ndenominated senior unsecured notes for general corporate purposes.\nIn May 2025, we issued $5.0 billion of US dollar-denominated fixed-rate senior unsecured notes with a weighted-\naverage coupon rate of 4.89%, and a weighted-average maturity of approximately 24 years. Additionally, in May 2025, \nwe issued €6.75 billion of euro-denominated fixed-rate senior unsecured notes with a weighted-average coupon rate of \n3.31%, and a weighted-average maturity of approximately 14 years. \nIn November 2025, we issued $500 million of US dollar-denominated floating-rate senior unsecured notes and \n$17.0 billion of US dollar-denominated fixed-rate senior unsecured notes with a weighted-average coupon rate of \n4.92% and a weighted-average maturity of approximately 20 years. Additionally in November 2025, we issued €6.5 \nbillion of euro-denominated fixed-rate senior unsecured notes with a weighted-average coupon rate of 3.44% and a \nweighted-average maturity of approximately 16 years.\nTotal outstanding long-term debt is summarized below (in millions, except percentages):\nEffective Interest \nRate\nAs of December 31,\nMaturity\nCoupon Rate\n2024\n2025\nDebt\n2016 US dollar notes\n2026\n2.00%\n2.23%\n$ \n2,000 $ \n2,000 \n2020 US dollar notes\n2027 - 2060\n0.80% - 2.25%\n0.93% - 2.33%\n \n10,000 \n9,000 \n2025 US dollar notes(1)\n2028 - 2075\n3.88% - 5.70%\n4.00% - 5.79%\n \n0 \n22,500 \n2025 Euro notes(2)\n2028 - 2064\n2.38% - 4.38%\n2.57% - 4.51%\n \n0 \n15,585 \n Total face value of long-term debt\n \n12,000 \n49,085 \nUnamortized discount and debt \nissuance costs(2)\n \n(118) \n(542) \nLess: current portion of long-term \nnotes(3)\n \n(999) \n(1,996) \n Total long-term debt\n$ \n10,883 $ \n46,547 \n(1)\nIncludes $500 million of floating-rate notes due in 2028. Interest is calculated using the compounded Secured Overnight \nFinancing Rate (SOFR) plus 0.52%, reset quarterly.\n(2)\nPrincipal, unamortized discount, and debt issuance costs for the euro-denominated notes include the effect of foreign \nexchange rates.\n(3)\nTotal current portion of long-term debt is included within accrued expenses and other current liabilities. See Note 7 for further \ndetails.\nTable of Contents\nAlphabet Inc.\n71.\n\nThe notes in the table above are senior unsecured obligations and rank equally with each other. We may redeem \nthe fixed-rate notes at any time in whole or in part at specified redemption prices. The floating-rate notes are not \nredeemable prior to maturity. Interest is payable quarterly for the floating-rate notes, semi-annually for the US dollar-\ndenominated fixed-rate notes, and annually for the euro-denominated fixed-rate notes. The effective interest rates are \nbased on proceeds received and contractual interest payments.\nThe total estimated fair value of the outstanding notes was approximately $9.0 billion and $45.6 billion as of \nDecember 31, 2024 and December 31, 2025, respectively. The fair value was determined based on observable market \nprices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value \nhierarchy.\nAs of December 31, 2025, the future principal payments for long-term debt were as follows (in millions):\n2026\n$ \n2,000 \n2027\n1,000\n2028\n2,676\n2029\n1,764\n2030\n5,500\nThereafter\n36,145\nTotal\n$ \n49,085 \nCredit Facility\nAs of December 31, 2025, we had $10.0 billion of revolving credit facilities, of which $4.0 billion expires in April \n2026 and $6.0 billion expires in April 2030. The interest rates for all credit facilities are determined based on a formula \nusing certain market rates. No amounts were outstanding under the credit facilities as of December 31, 2024 and \n2025.\nNote 7. Supplemental Financial Statement Information \nAccounts Receivable\nThe allowance for credit losses on accounts receivable was $879 million and $924 million as of December 31, \n2024 and 2025, respectively.\nProperty and Equipment, Net\nProperty and equipment, net, consisted of the following (in millions):\nAs of December 31,\n2024\n2025\nTechnical infrastructure(1)\n$ \n141,852 $ \n203,679 \nOffice space\n \n45,403 \n48,348 \nCorporate and other assets\n \n12,574 \n14,463 \nProperty and equipment, in service\n \n199,829 \n266,490 \nLess: accumulated depreciation\n \n(79,390) \n(98,485) \nAdd: assets not yet in service\n \n50,597 \n78,592 \nProperty and equipment, net\n$ \n171,036 $ \n246,597 \n(1) \nAs of December 31, 2024 and 2025, approximately 60% of technical infrastructure assets were comprised of servers and \nnetwork equipment. The remaining balance was comprised of data center land and buildings and related assets.\nAccrued Expenses and Other Current Liabilities\nAccrued expenses and other current liabilities consisted of the following (in millions):\nTable of Contents\nAlphabet Inc.\n72.\n\nAs of December 31,\n2024\n2025\nAccrued fines and settlements(1)\n$ \n9,830 $ \n15,594 \nAccrued purchases of property and equipment\n \n7,104 \n8,877 \nAccrued customer liabilities\n \n4,304 \n5,029 \nPayables to brokers for unsettled investment trades\n \n3,866 \n950 \nIncome taxes payable, net\n \n2,905 \n523 \nOther accrued expenses and current liabilities\n \n23,219 \n24,584 \nAccrued expenses and other current liabilities\n$ \n51,228 $ \n55,557 \n(1) \nSee Legal Matters in Note 10 for further details.\nAccumulated Other Comprehensive Income (Loss)\nComponents of AOCI, net of income tax, were as follows (in millions):\nForeign Currency \nTranslation \nAdjustments\nUnrealized Gains \n(Losses) on \nAvailable-for-Sale \nInvestments\nUnrealized \nGains (Losses) \non Cash Flow \nHedges\nTotal\nBalance as of December 31, 2022\n$ \n(4,142) $ \n(3,477) $ \n16 $ \n(7,603) \nOther comprehensive income (loss) before \nreclassifications\n \n735 \n1,344 \n84 \n2,163 \nAmounts excluded from the assessment of \nhedge effectiveness recorded in AOCI\n \n0 \n0 \n84 \n84 \nAmounts reclassified from AOCI\n \n0 \n1,168 \n(214) \n954 \nOther comprehensive income (loss)\n \n735 \n2,512 \n(46) \n3,201 \nBalance as of December 31, 2023\n \n(3,407) \n(965) \n(30) \n(4,402) \nOther comprehensive income (loss) before \nreclassifications\n \n(1,673) \n(116) \n698 \n(1,091) \nAmounts excluded from the assessment of \nhedge effectiveness recorded in AOCI\n \n0 \n0 \n77 \n77 \nAmounts reclassified from AOCI\n \n0 \n782 \n(166) \n616 \nOther comprehensive income (loss)\n \n(1,673) \n666 \n609 \n(398) \nBalance as of December 31, 2024\n \n(5,080) \n(299) \n579 \n(4,800) \nOther comprehensive income (loss) before \nreclassifications\n \n2,511 \n1,146 \n(734) \n2,923 \nAmounts excluded from the assessment of \nhedge effectiveness recorded in AOCI\n \n11 \n0 \n(45) \n(34) \nAmounts reclassified from AOCI\n \n0 \n(169) \n164 \n(5) \nOther comprehensive income (loss)\n \n2,522 \n977 \n(615) \n2,884 \nBalance as of December 31, 2025\n$ \n(2,558) $ \n678 $ \n(36) $ \n(1,916) \nThe effects on net income of amounts reclassified from AOCI were as follows (in millions):\nTable of Contents\nAlphabet Inc.\n73.\n\nYear Ended December 31,\n AOCI Components\nLocation\n2023\n2024\n2025\nUnrealized gains (losses) on available-for-sale investments\nOther income (expense), net\n$ \n(1,497) $ \n(1,008) $ \n213 \nBenefit (provision) for income \ntaxes\n \n329 \n \n226 \n \n(44) \nNet of income tax\n \n(1,168) \n(782) \n169 \nUnrealized gains (losses) on cash flow hedges\nForeign exchange contracts\nRevenue\n \n213 \n \n174 \n \n(233) \nInterest rate contracts\nOther income (expense), net\n \n6 \n \n1 \n \n1 \nBenefit (provision) for income \ntaxes\n \n(5) \n(9) \n68 \nNet of income tax\n \n214 \n \n166 \n \n(164) \nTotal amount reclassified, net of income tax\n$ \n(954) $ \n(616) $ \n5 \nOther Income (Expense), Net \nComponents of OI&E were as follows (in millions): \n \nYear Ended December 31,\n \n2023\n2024\n2025\nInterest income\n$ \n3,865 $ \n4,482 $ \n4,337 \nInterest expense(1)\n \n(308) \n(268) \n(736) \nForeign currency exchange gain (loss), net\n \n(1,238) \n(409) \n(382) \nGain (loss) on debt securities, net\n \n(1,215) \n(1,043) \n540 \nGain (loss) on equity securities, net\n \n392 \n3,714 \n24,080 \nIncome (loss) and impairment from equity method investments, net\n \n(628) \n(188) \n281 \nOther\n \n556 \n1,137 \n1,667 \nOther income (expense), net\n$ \n1,424 $ \n7,425 $ \n29,787 \n(1) \nInterest expense is net of interest capitalized of $181 million, $194 million, and $447 million for the years ended December 31, \n2023, 2024, and 2025, respectively.\nNote 8. Acquisitions\nPending Acquisitions\nIn March 2025, we entered into a definitive agreement to acquire Wiz, a leading cloud security platform, for \n$32.0 billion, subject to closing adjustments, in an all-cash transaction. The acquisition of Wiz is expected to close in \n2026, subject to customary closing conditions, including the receipt of regulatory approvals. Upon the close of the \nacquisition, Wiz will be part of the Google Cloud segment.\nIn December 2025, we entered into a definitive agreement to acquire Intersect, which provides data center and \nenergy infrastructure solutions, for $4.8 billion in cash, plus the assumption of debt. The acquisition of Intersect is \nexpected to close in the first half of 2026, subject to customary closing conditions.\nNote 9. Goodwill\nChanges in the carrying amount of goodwill for the years ended December 31, 2024 and 2025 were as follows \n(in millions):\nTable of Contents\nAlphabet Inc.\n74.\n\nGoogle \nServices\nGoogle Cloud\nOther Bets\nTotal\nBalance as of December 31, 2023\n$ \n21,118 $ \n7,199 $ \n881 $ \n29,198 \nAdditions\n \n2,441 \n295 \n0 \n2,736 \nForeign currency translation and other adjustments\n \n(38) \n(4) \n(7) \n(49) \nBalance as of December 31, 2024\n \n23,521 \n7,490 \n874 \n31,885 \nAdditions\n \n1,269 \n163 \n0 \n1,432 \nForeign currency translation and other adjustments\n \n80 \n7 \n(24) \n63 \nBalance as of December 31, 2025\n$ \n24,870 $ \n7,660 $ \n850 $ \n33,380 \nNote 10. Commitments and Contingencies \nCommitments\nWe have certain content licensing agreements with future fixed or minimum guaranteed commitments of \n$7.7 billion as of December 31, 2025, of which the majority is paid quarterly through the first quarter of 2030.\nFinancial Guarantees\nWe provide financial guarantees to certain counterparties, in the form of backstop agreements with varying terms \nthrough August 2026. These backstop agreements support counterparty procurement of long-lead time equipment for \nour future power purchase agreements. As of December 31, 2025, our maximum potential amount of future payments \nunder these guarantees was $5.7 billion, upon which we may receive certain assets. The fair value of these obligations \nwas not material. \nIndemnifications\nIn the normal course of business, including to facilitate transactions in our services and products and corporate \nactivities, we indemnify certain parties, including advertisers, Google Network partners, distribution partners, \ncustomers of Google Cloud offerings, lessors, and service providers with respect to certain matters. We have agreed \nto defend and/or indemnify certain parties against losses arising from a breach of representations or covenants, or out \nof intellectual property infringement or other claims made against certain parties. Several of these agreements limit the \ntime within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into \nindemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations \nto our agents.\nIt is not possible to make a reasonable estimate of the maximum potential amount under these indemnification \nagreements due to the unique facts and circumstances involved in each particular agreement. Additionally, the \npayments we have made under such agreements have not had a material adverse effect on our results of operations, \ncash flows, or financial position. However, to the extent that valid indemnification claims arise in the future, future \npayments by us could be significant and could have a material adverse effect on our results of operations or cash flows \nin a particular period.\nAs of December 31, 2025, we did not have any material indemnification claims that were probable or reasonably \npossible.\nLegal Matters\nWe record a liability when we believe that it is probable that a loss has been incurred, and the amount can be \nreasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be \nestimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect \nthe amount of liability that has been previously accrued, and the matters and related reasonably possible losses \ndisclosed, and make adjustments as appropriate.\nCertain outstanding matters seek speculative, substantial, or indeterminate monetary amounts, substantial \nchanges to our business practices and products, or structural remedies. Significant judgment is required to determine \nboth the likelihood of there being a loss and the estimated amount of a loss related to such matters, and we may be \nunable to estimate the reasonably possible loss or range of losses. The outcomes of outstanding legal matters are \ninherently unpredictable and subject to significant uncertainties, and could, either individually or in aggregate, have a \nmaterial adverse effect.\nWe expense legal fees in the period in which they are incurred.\nTable of Contents\nAlphabet Inc.\n75.\n\nAntitrust Matters\nWe are subject to formal and informal inquiries and investigations as well as litigation on various competition \nmatters by regulatory authorities and private parties in the US, Europe, and other jurisdictions globally, including the \nfollowing:\n•\nShopping: In June 2017, the EC announced its decision that certain actions taken by Google relating to its \ndisplay and ranking of shopping search results and ads infringed European antitrust laws and imposed a €2.4 \nbillion fine. In 2024, we made a cash payment of $3.0 billion for the fine. \n•\nAndroid: In July 2018, the EC announced its decision that certain provisions in Google's Android-related \ndistribution agreements infringed European antitrust laws, imposed a €4.3 billion fine, and directed the \ntermination of the conduct at issue. We appealed the EC decision and implemented changes to certain of our \nAndroid distribution practices. In September 2022, the General Court affirmed the EC decision but reduced the \nfine from €4.3 billion to €4.1 billion. We subsequently appealed the General Court's affirmation of the EC \ndecision with the European Court of Justice, which remains pending. In 2018, we recognized a charge of \n$5.1 billion for the fine, which we reduced by $217 million in 2022.\n•\nAdSense for Search: In March 2019, the EC announced its decision that certain provisions in Google's \nagreements with AdSense for Search partners infringed European antitrust laws, imposed a €1.5 billion fine, \nand directed actions related to AdSense for Search partners' agreements, which we implemented prior to the \ndecision. In 2019, we recognized a charge of $1.7 billion for the fine and appealed the EC decision. In \nSeptember 2024, the General Court overturned the EC decision and annulled the €1.5 billion fine. The EC has \nappealed the General Court's decision with the European Court of Justice.\n•\nSearch: In October 2020, the DOJ and a number of state Attorneys General filed a lawsuit in the US District \nCourt for the District of Columbia concerning Google's Search and Search advertising practices and its \ncompliance with US antitrust laws. In August 2024, the US District Court for the District of Columbia ruled \nagainst Google. A final judgment was entered in December 2025, which, among other things, imposes \nrestrictions on how Google distributes its services and requires Google to share certain search data with and \noffer syndication services to certain competitors. In January 2026, we appealed the final judgment and moved \nto pause implementation of certain remedies. In February 2026, the DOJ and state Attorneys General also \nappealed. \nFurther, in June 2022, the Australian Competition and Consumer Commission (ACCC) opened an investigation \ninto Search distribution practices. In August 2025, we agreed to a settlement with the ACCC requiring, among \nother things, changes to our Android agreements. We recognized a charge in the second quarter of 2025, and \nthe settlement was approved by the court in December 2025.\nIn October 2023, the Japanese Fair Trade Commission (JFTC) opened an investigation into Search \ndistribution practices. In April 2025, the JFTC issued a cease-and-desist order requiring us to make changes to \nour Android agreements to ensure they are consistent with Japanese antitrust law. The JFTC did not impose \nmonetary penalties. \n•\nAdvertising Technology: In December 2020, a number of state Attorneys General filed a lawsuit in the US \nDistrict Court for the Eastern District of Texas concerning Google's advertising technology and its compliance \nwith US antitrust laws and state deceptive trade laws. In January 2023, the DOJ, along with a number of state \nAttorneys General, filed a lawsuit in the US District Court for the Eastern District of Virginia concerning \nGoogle's advertising technology and its compliance with US antitrust laws, and a number of additional state \nAttorneys General subsequently joined the lawsuit. In April 2025, the US District Court for the Eastern District \nof Virginia issued a mixed decision in the DOJ case against Google, ruling that neither Google's advertiser \ntools nor the DoubleClick and AdMeld acquisitions were anticompetitive, but that Google's publisher tools \nunfairly excluded rivals. A separate proceeding to determine remedies, the range of which vary widely, took \nplace in September 2025, with the parties presenting differing remedy proposals. The DOJ's remedy proposal \nincludes structural remedies that could have a material adverse effect on our business. Closing arguments \nwere held in November 2025, and we are awaiting a final judgment. After that judgment, we plan to appeal the \nadverse portion of the April 2025 decision and potentially aspects of the remedies decision. A trial in the state \nAttorneys General case in the Eastern District of Texas will take place after a decision on remedies is issued in \nthe DOJ case. Given the nature of these matters, we cannot estimate a possible loss.\nFurther, in September 2025, the EC announced its decision that Google had infringed European competition \nlaws through \"self-preferencing\" practices on the buy-side and the sell-side relating to Google's advertising \ntechnology business. The EC decision imposed a €3.0 billion fine and directed Google to cease and desist the \nalleged \"self-preferencing\" practices. We appealed the ruling in November 2025. We recognized a charge of \nTable of Contents\nAlphabet Inc.\n76.\n\n$3.5 billion in the third quarter of 2025, and we placed bank guarantees in the fourth quarter of 2025 in lieu of \ncash payment.\nIn September 2024, the UK also issued a Statement of Objections concerning Google's advertising technology \nand its compliance with UK antitrust laws, to which we responded.\n•\nGoogle Play: In July 2021, a number of state Attorneys General filed a lawsuit in the US District Court for the \nNorthern District of California concerning Google’s operation of Android and Google Play and its compliance \nwith US antitrust laws and state antitrust and consumer protection laws. In September 2023, we reached a \nsettlement in principle with 50 state Attorneys General and three territories and recognized a charge. The court \npreliminarily approved the settlement in November 2025, and final approval remains pending before the court. \nIn May 2024, we funded the settlement amount to an escrow agent. \nIn December 2023, a California jury delivered a verdict against Google in Epic Games v. Google related to \nGoogle Play's business. Epic did not seek monetary damages. The presiding judge issued a remedies \ndecision in October 2024, ordering a variety of alterations to our business models and operations and \ncontractual agreements for Android and Google Play. We appealed the judgment, including the jury verdict and \naspects of the remedies ordered, and in July 2025, the Court of Appeals denied our appeal. We are in the \nprocess of appealing that decision to the US Supreme Court, and we implemented the ordered remedies in \nOctober 2025 while the appeal is pending. In October 2025, we reached a settlement with Epic to modify the \nremedies in this case and resolve certain other lawsuits Epic has filed regarding Google Play's business. The \nsettlement is contingent on the court approving a proposed modified injunction. Epic and Google filed a joint \nmotion to modify the injunction in November 2025, which is currently pending before the court. \n•\nEuropean Digital Markets Act: In March 2024, the EC opened two investigations regarding Google's \ncompliance with certain provisions of the EU's Digital Markets Act relating to Google Play and Search. In \nMarch 2025, the EC issued preliminary findings of non-compliance in both investigations, to which we \nresponded. Given the nature of this matter, we cannot estimate a possible loss.\nIn addition to these antitrust proceedings, private individual and collective actions that overlap with claims \npursued by regulatory authorities are pending in the US and in several other jurisdictions, including across Europe. \nGiven the nature of these matters, we cannot estimate a possible loss.\nWe believe we have strong arguments against these open claims and will defend ourselves vigorously. We \ncontinue to cooperate with federal and state regulators in the US, the EC, and other regulators around the world.\nPrivacy Matters\nWe are subject to a number of privacy-related laws and regulations, and we currently are party to a number of \nprivacy investigations and lawsuits ongoing in multiple jurisdictions. For example, there are ongoing investigations and \nlitigation in the US and the EU, including those relating to our collection and use of location information, the choices we \noffer users, and advertising practices, which could result in significant fines, judgments, and product changes. In \nOctober 2025, we finalized a $1.4 billion settlement of certain privacy matters.\nPatent and Intellectual Property Claims\nWe have had patent, copyright, trade secret, and trademark infringement lawsuits filed against us claiming that \ncertain of our products, services, and technologies infringe others' intellectual property rights. Adverse results in these \nlawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders \npreventing us from offering certain features, functionalities, products, or services. As a result, we may have to change \nour business practices and develop non-infringing products or technologies, which could result in a loss of revenues for \nus and otherwise harm our business. In addition, the ITC has increasingly become an important forum to litigate \nintellectual property disputes because an ultimate loss in an ITC action can result in a prohibition on importing \ninfringing products into the US. Because the US is an important market, a prohibition on importation could have an \nadverse effect on us, including preventing us from importing many important products into the US or necessitating \nworkarounds that may limit certain features of our products. Further, our customers and partners may discontinue the \nuse of our products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of \nrevenues and adversely affect our business.\nOther\nWe are subject to claims, lawsuits, regulatory and government inquiries and investigations, other proceedings, \nand consent orders involving competition, intellectual property, data privacy and security, tax and related compliance, \nlabor and employment, commercial disputes, content generated by our users, goods and services offered by \nadvertisers or publishers using our platforms, design of our products and services, personal injury and other tort and \nnuisance theories, consumer protection, including how we moderate content on our platforms, AI, and other matters. \nTable of Contents\nAlphabet Inc.\n77.\n\nFor example, we periodically have data incidents that we report to relevant regulators as required by law. Such claims, \nconsent orders, lawsuits, regulatory and government investigations, and other proceedings could result in substantial \nfines and penalties, injunctive relief, ongoing monitoring and auditing obligations, changes to our products and \nservices, alterations to our business models and operations, and collateral related civil litigation or other adverse \nconsequences, all of which could harm our business, reputation, financial condition, and operating results.\nWe have ongoing legal matters relating to Russia. For example, some matters concern civil judgments that \ninclude compounding penalties imposed upon us in connection with disputes regarding the termination of accounts, \nincluding those of sanctioned parties. We do not expect these ongoing legal matters will have a material adverse \neffect.\nNon-Income Taxes\nWe are under audit by various domestic and foreign tax authorities with regards to non-income tax matters. The \nsubject matter of non-income tax audits primarily arises from disputes on the tax treatment and tax rate applied to the \nsale of our products and services in these jurisdictions and the tax treatment of certain employee benefits. We accrue \nnon-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when \na loss is probable and reasonably estimable. If we determine that a loss is reasonably possible and the loss or range of \nloss can be estimated, we disclose the reasonably possible loss. Due to the inherent complexity and uncertainty of \nthese matters and judicial process in certain jurisdictions, the final outcome may be materially different from our \nexpectations.\nSee Note 14 for further details regarding income tax contingencies.\nNote 11. Stockholders' Equity \nClass A and Class B Common Stock and Class C Capital Stock\nOur Board of Directors has authorized three classes of stock, Class A and Class B common stock, and Class C \ncapital stock. The rights of the holders of each class of our common and capital stock are identical, except with respect \nto voting. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock \nis entitled to 10 votes per share. Class C capital stock has no voting rights, except as required by applicable law. \nShares of Class B common stock may be converted at any time at the option of the stockholder and automatically \nconvert upon sale or transfer to Class A common stock.\nShare Repurchases\nIn the years ended December 31, 2023, 2024, and 2025, we continued to repurchase both Class A and Class C \nshares in a manner deemed in the best interest of the company and its stockholders, taking into account the economic \ncost and prevailing market conditions, including the relative trading prices and volumes of the Class A and Class C \nshares. In April 2024, the company's Board of Directors authorized a $70.0 billion share repurchase program for its \nClass A and Class C shares. In April 2025, the company's Board of Directors authorized an additional $70.0 billion \nshare repurchase program for its Class A and Class C shares. As of December 31, 2025, $69.5 billion remained \navailable for Class A and Class C share repurchases.\nThe following table presents Class A and Class C shares repurchased and subsequently retired (in millions):\nYear Ended December 31,\n2023\n2024\n2025\nShares\nAmount\nShares\nAmount\nShares\nAmount\nClass A share repurchases\n78\n$ \n9,316 \n73\n$ 11,855 \n37\n$ \n6,501 \nClass C share repurchases\n450\n \n52,868 \n306\n \n50,192 \n203\n \n38,897 \nTotal share repurchases(1)\n528\n$ 62,184 \n379\n$ 62,047 \n240\n$ 45,398 \n(1) Shares repurchased include any unsettled repurchases.\nRepurchases are executed from time to time, subject to general business and market conditions and other \ninvestment opportunities, through open market purchases or privately negotiated transactions, including through Rule \n10b5-1 plans. The repurchase programs do not have an expiration date.\nDividends\nDuring the year ended December 31, 2025, total cash dividends were $4.8 billion for Class A, $703 million for \nClass B, and $4.5 billion for Class C shares, respectively.\nTable of Contents\nAlphabet Inc.\n78.\n\nIn April 2025, the company's Board of Directors increased the quarterly cash dividend by 5% to $0.21 per share of \noutstanding Class A, Class B, and Class C shares.\nThe company has declared a quarterly cash dividend in the current quarter, and intends to pay quarterly cash \ndividends in the future, subject to review and approval by the company’s Board of Directors in its sole discretion.\nNote 12. Net Income Per Share \nWe compute net income per share of Class A, Class B, and Class C stock using the two-class method. Basic net \nincome per share is computed using the weighted-average number of shares outstanding during the period. Diluted net \nincome per share is computed using the weighted-average number of shares and the effect of potentially dilutive \nsecurities outstanding during the period. Potentially dilutive securities consist of RSUs and other contingently issuable \nshares. The dilutive effect of outstanding RSUs and other contingently issuable shares is reflected in diluted earnings \nper share by application of the treasury stock method. The computation of the diluted net income per share of Class A \nstock assumes the conversion of Class B stock, while the diluted net income per share of Class B stock does not \nassume the conversion of those shares.\nIn accordance with our certificate of incorporation, the rights, including the liquidation and dividend rights, of the \nholders of our Class A, Class B, and Class C stock are identical, except with respect to voting. Furthermore, there are \na number of safeguards built into our certificate of incorporation, as well as Delaware law, which preclude our Board of \nDirectors from declaring or paying unequal per share dividends on our Class A, Class B, and Class C stock. \nSpecifically, Delaware law provides that amendments to our certificate of incorporation which would have the effect of \nadversely altering the rights, powers, or preferences of a given class of stock must be approved by the class of stock \nadversely affected by the proposed amendment. In addition, our certificate of incorporation provides that before any \nsuch amendment may be put to a stockholder vote, it must be approved by the unanimous consent of our Board of \nDirectors.\nImmaterial differences in net income per share across our Class A, Class B, and Class C shares may arise due to \nthe allocation of distributed earnings, which is based on the holders as of the record date, compared with the allocation \nof undistributed earnings and number of shares, which is based on the weighted average shares outstanding over the \nperiods.\nTable of Contents\nAlphabet Inc.\n79.\n\nThe following tables set forth the computation of basic and diluted net income per share of Class A, Class B, and \nClass C stock (in millions, except per share amounts):\n \n \nYear Ended December 31, 2023\n \nClass A\nClass B\nClass C\nConsolidated\nBasic net income per share:\nNumerator\nAllocation of distributed earnings (cash dividends paid)\n$ \n0 $ \n0 $ \n0 $ \n0 \nAllocation of undistributed earnings \n \n34,601 \n5,124 \n34,070 \n73,795 \nNet income\n$ \n34,601 $ \n5,124 $ \n34,070 $ \n73,795 \nDenominator\nNumber of shares used in per share computation\n \n5,922 \n877 \n5,831 \n12,630 \nBasic net income per share\n$ \n5.84 $ \n5.84 $ \n5.84 $ \n5.84 \nDiluted net income per share:\nNumerator\nAllocation of total earnings for basic computation \n$ \n34,601 $ \n5,124 $ \n34,070 $ \n73,795 \nReallocation of total earnings as a result of conversion of \nClass B to Class A shares\n \n5,124 \n0 \n0 \n_(1)\nReallocation of undistributed earnings\n \n(287) \n(37) \n287 \n_(1)\nNet income\n$ \n39,438 $ \n5,087 $ \n34,357 $ \n73,795 \nDenominator\nNumber of shares used in basic computation\n \n5,922 \n877 \n5,831 \n12,630 \nWeighted-average effect of dilutive securities\nAdd:\nConversion of Class B to Class A shares outstanding\n \n877 \n0 \n0 \n_(1)\nRestricted stock units and other contingently issuable \nshares\n \n0 \n0 \n92 \n92 \nNumber of shares used in per share computation\n \n6,799 \n877 \n5,923 \n12,722 \nDiluted net income per share\n$ \n5.80 $ \n5.80 $ \n5.80 $ \n5.80 \n(1) Not applicable for consolidated net income per share.\nTable of Contents\nAlphabet Inc.\n80.\n\nYear Ended December 31, 2024\n \nClass A\nClass B\nClass C\nConsolidated\nBasic net income per share:\nNumerator\nAllocation of distributed earnings (cash dividends paid)\n$ \n3,509 $ \n519 $ \n3,335 $ \n7,363 \nAllocation of undistributed earnings \n \n44,085 \n6,520 \n42,150 \n92,755 \nNet income\n$ \n47,594 $ \n7,039 $ \n45,485 $ \n100,118 \nDenominator\nNumber of shares used in per share computation\n \n5,855 \n866 \n5,598 \n12,319 \nBasic net income per share\n$ \n8.13 $ \n8.13 $ \n8.13 $ \n8.13 \nDiluted net income per share:\nNumerator\nAllocation of total earnings for basic computation \n$ \n47,594 $ \n7,039 $ \n45,485 $ \n100,118 \nReallocation of total earnings as a result of conversion of \nClass B to Class A shares\n \n7,039 \n0 \n0 \n_(1)\nReallocation of undistributed earnings\n \n(520) \n(67) \n520 \n_(1)\nNet income\n$ \n54,113 $ \n6,972 $ \n46,005 $ \n100,118 \nDenominator\nNumber of shares used in basic computation\n \n5,855 \n866 \n5,598 \n12,319 \nWeighted-average effect of dilutive securities\nAdd:\nConversion of Class B to Class A shares outstanding\n \n866 \n0 \n0 \n_(1)\nRestricted stock units and other contingently issuable \nshares\n \n0 \n0 \n128 \n128 \nNumber of shares used in per share computation\n \n6,721 \n866 \n5,726 \n12,447 \nDiluted net income per share\n$ \n8.05 $ \n8.05 $ \n8.03 $ \n8.04 \n(1) Not applicable for consolidated net income per share.\nTable of Contents\nAlphabet Inc.\n81.\n\nYear Ended December 31, 2025\n \nClass A\nClass B\nClass C\nConsolidated\nBasic net income per share:\nNumerator\nAllocation of distributed earnings (cash dividends paid)\n$ \n4,832 $ \n703 $ \n4,514 $ \n10,049 \nAllocation of undistributed earnings \n \n58,682 \n8,557 \n54,882 \n122,121 \nNet income\n$ \n63,514 $ \n9,260 $ \n59,396 $ \n132,170 \nDenominator\nNumber of shares used in per share computation\n \n5,822 \n849 \n5,445 \n12,116 \nBasic net income per share\n$ \n10.91 $ \n10.91 $ \n10.91 $ \n10.91 \nDiluted net income per share:\nNumerator\nAllocation of total earnings for basic computation \n$ \n63,514 $ \n9,260 $ \n59,396 $ \n132,170 \nReallocation of total earnings as a result of conversion of \nClass B to Class A shares\n \n9,260 \n0 \n0 \n_(1)\nReallocation of undistributed earnings\n \n(627) \n(79) \n627 \n_(1)\nNet income\n$ \n72,147 $ \n9,181 $ \n60,023 $ \n132,170 \nDenominator\nNumber of shares used in basic computation\n \n5,822 \n849 \n5,445 \n12,116 \nWeighted-average effect of dilutive securities\nAdd:\nConversion of Class B to Class A shares outstanding\n \n849 \n0 \n0 \n_(1)\nRestricted stock units and other contingently issuable \nshares\n \n0 \n0 \n114 \n114 \nNumber of shares used in per share computation\n \n6,671 \n849 \n5,559 \n12,230 \nDiluted net income per share\n$ \n10.82 $ \n10.81 $ \n10.80 $ \n10.81 \n(1)\nNot applicable for consolidated net income per share.\nNote 13. Compensation Plans \nStock Plans\nOur stock plans include the Alphabet Amended and Restated 2021 Stock Plan (\"Alphabet 2021 Stock Plan\") and \nOther Bets stock-based plans. Under our stock plans, RSUs and other types of awards may be granted. Under the \nAlphabet 2021 Stock Plan, an RSU award is an agreement to issue shares of our Class C stock at the time the award \nvests. RSUs generally vest over four years contingent upon employment on the vesting date. RSUs are awarded \ndividend equivalents, which are subject to the same vesting conditions as the underlying award, and settled in Class C \nshares.\nAs of December 31, 2025, there were 534 million shares of Class C stock reserved for future issuance under the \nAlphabet 2021 Stock Plan.\nStock-Based Compensation\nFor the years ended December 31, 2023, 2024, and 2025, total SBC expense was $22.1 billion, $22.8 billion, and \n$27.1 billion, including amounts associated with awards we expect to settle in Alphabet stock of $21.7 billion, $22.0 \nbillion, and $24.1 billion, respectively.\nFor the years ended December 31, 2023, 2024, and 2025, we recognized tax benefits on total SBC expense, \nwhich are reflected in the provision for income taxes, of $4.5 billion, $4.6 billion, and $5.0 billion, respectively.\nFor the years ended December 31, 2023, 2024, and 2025, tax benefit realized related to awards vested or \nexercised during the period was $5.6 billion, $6.8 billion, and $8.1 billion, respectively. These amounts do not include \nthe indirect effects of stock-based awards, which primarily relate to the research and development tax credit.\nTable of Contents\nAlphabet Inc.\n82.\n\nStock-Based Award Activities\nThe following table summarizes the activities for unvested Alphabet RSUs, which include dividend equivalents \nawarded to holders of unvested stock, for the year ended December 31, 2025 (in millions, except per share amounts):\n \n Number of \nShares\nWeighted-\nAverage\nGrant-Date\nFair Value\nUnvested as of December 31, 2024\n \n299 $ \n122.77 \nGranted\n \n198 $ \n188.82 \nVested\n \n(181) $ \n133.90 \nForfeited/canceled\n \n(34) $ \n142.33 \nUnvested as of December 31, 2025\n \n282 $ \n159.75 \nThe weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and \n2024 was $97.59 and $140.04, respectively. Total fair value of RSUs, as of their respective vesting dates, during the \nyears ended December 31, 2023, 2024, and 2025, were $26.6 billion, $33.3 billion, and $39.7 billion, respectively.\nAs of December 31, 2025, there was $42.9 billion of unrecognized compensation cost related to unvested RSUs. \nThis amount is expected to be recognized over a weighted-average period of 2.6 years. \nNote 14. Income Taxes \nIncome from continuing operations before income taxes consisted of the following (in millions):\nYear Ended December 31,\n \n2023\n2024\n2025\nDomestic operations\n$ \n73,600 $ \n108,076 $ \n143,591 \nForeign operations\n \n12,117 \n11,739 \n15,235 \nTotal\n$ \n85,717 $ \n119,815 $ \n158,826 \nProvision for income taxes consisted of the following (in millions):\nYear Ended December 31,\n \n2023\n2024\n2025\nCurrent:\nFederal and state\n$ \n15,716 $ \n21,101 $ \n13,378 \nForeign\n \n3,935 \n3,852 \n5,028 \nTotal\n \n19,651 \n24,953 \n18,406 \nDeferred:\nFederal and state\n \n(7,482) \n(5,350) \n8,243 \nForeign\n \n(247) \n94 \n7 \nTotal\n \n(7,729) \n(5,256) \n8,250 \nProvision for income taxes\n$ \n11,922 $ \n19,697 $ \n26,656 \nTable of Contents\nAlphabet Inc.\n83.\n\nThe reconciliation of federal statutory income tax rate to our effective income tax rate was as follows:\nYear Ended December 31,\n \n2023\n2024\n2025\nUS federal statutory rate\n \n18,001 \n 21.0 % \n25,161 \n 21.0 % \n33,353 \n 21.0 %\nState and local income taxes, net of federal \nincome tax effect(1)\n \n823 \n 1.0 % \n1,199 \n 1.0 % \n1,606 \n 1.0 %\nForeign tax effects:\nBrazil:\nWithholding taxes\n \n1,064 \n 1.2 % \n1,041 \n 0.9 % \n1,384 \n 0.9 %\nOther\n \n62 \n 0.1 % \n12 \n 0.0 % \n23 \n 0.0 %\nOther foreign jurisdictions\n \n(74) \n (0.1) % \n353 \n 0.3 % \n396 \n 0.2 %\nEffect of change in tax laws or rates enacted in \nthe current period\n \n(829) \n (1.0) % \n0 \n 0.0 % \n0 \n 0.0 %\nEffect of cross-border tax laws:\nForeign-derived intangible income deduction\n \n(3,980) \n (4.6) % \n(4,568) \n (3.8) % \n(3,931) \n (2.5) %\nOther\n \n215 \n 0.2 % \n321 \n 0.3 % \n295 \n 0.2 %\nTax credits:\nFederal research credit\n \n(1,575) \n (1.8) % \n(1,792) \n (1.5) % \n(2,088) \n (1.3) %\nForeign tax credits\n \n(1,396) \n (1.6) % \n(1,373) \n (1.1) % \n(1,684) \n (1.1) %\nOther\n \n(498) \n (0.6) % \n(198) \n (0.2) % \n(98) \n (0.1) %\nChanges in valuation allowances\n \n513 \n 0.6 % \n603 \n 0.5 % \n1,170 \n 0.7 %\nNontaxable or nondeductible items:\nStock-based compensation expense\n \n(602) \n (0.7) % \n(1,743) \n (1.5) % \n(2,601) \n (1.6) %\nOther\n \n169 \n 0.2 % \n203 \n 0.2 % \n955 \n 0.6 %\nChanges in unrecognized tax benefits\n \n432 \n 0.5 % \n689 \n 0.6 % \n(1,123) \n (0.7) %\nOther adjustments\n \n(403) \n (0.5) % \n(211) \n (0.2) % \n(1,002) \n (0.6) %\nTotal\n$ 11,922 \n 13.9 % $ 19,697 \n 16.4 % $ 26,656 \n 16.8 %\n(1) \nThe tax effect in this category primarily reflects state and local taxes in New York state, New York city, Pennsylvania, \nMinnesota, Illinois, New Jersey and Wisconsin.\nIn 2023, the IRS issued a rule change allowing taxpayers to temporarily apply the regulations in effect prior to \n2022 related to US federal foreign tax credits as well as a separate rule change with guidance on the capitalization and \namortization of research and development expenses. A cumulative one-time adjustment for these tax rule changes was \nrecorded in 2023.\nChanges to US tax law enacted on July 4, 2025, allow for immediate expensing of domestic research and \nexperimentation costs, accelerated depreciation on eligible capital expenditures, and other tax law changes impacting \n2025 with certain changes effective in 2026. These changes are reflected in our results for the year ended \nDecember 31, 2025.\nTable of Contents\nAlphabet Inc.\n84.\n\nDeferred Income Taxes\nDeferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets \nand liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components \nof our deferred tax assets and liabilities were as follows (in millions):\nAs of December 31,\n2024\n2025\nDeferred tax assets:\nAccrued employee benefits\n$ \n1,834 $ \n1,951 \nAccruals and reserves not currently deductible\n \n2,552 \n3,570 \nTax credits\n \n6,384 \n7,314 \nNet operating losses\n \n3,472 \n4,953 \nOperating leases\n \n3,336 \n3,337 \nCapitalized research and development\n \n25,903 \n24,758 \nOther\n \n1,376 \n2,143 \nTotal deferred tax assets\n \n44,857 \n48,026 \nValuation allowance\n \n(11,493) \n(13,942) \nTotal deferred tax assets net of valuation allowance\n \n33,364 \n34,084 \nDeferred tax liabilities:\nProperty and equipment, net\n \n(9,932) \n(13,256) \nNet investment gains\n \n(2,978) \n(8,242) \nOperating leases\n \n(2,986) \n(3,103) \nOther\n \n(1,008) \n(1,289) \nTotal deferred tax liabilities\n \n(16,904) \n(25,890) \nNet deferred tax assets (liabilities)\n$ \n16,460 $ \n8,194 \nAs of December 31, 2025, our federal, state, and foreign net operating loss carryforwards for income tax \npurposes were approximately $13.0 billion, $25.1 billion, and $2.9 billion respectively. If not utilized, the federal, foreign \nand state net operating loss carryforwards will all begin to expire in 2026. It is more likely than not that the majority of \nthe net operating loss carryforwards will not be realized. The net operating loss carryforwards are subject to various \nannual limitations under the tax laws of the different jurisdictions.\nAs of December 31, 2025, our Federal and California research and development credit carryforwards for income \ntax purposes were approximately $771 million and $6.4 billion, respectively. If not utilized, the Federal research and \ndevelopment credit will begin to expire in 2037 and the California research and development credit can be carried over \nindefinitely. We believe the majority of the federal tax credit and state tax credit is not likely to be realized.\nAs of December 31, 2025, our investment tax credit carryforwards for state income tax purposes were \napproximately $1.3 billion and will begin to expire in 2033. We use the flow-through method of accounting for \ninvestment tax credits. We believe this tax credit is not likely to be realized.\nAs of December 31, 2025, we maintained a valuation allowance with respect to California deferred tax assets, \ncertain federal net operating losses, certain state net operating losses and tax credits, net deferred tax assets relating \nto certain Other Bet companies, and certain foreign net operating losses that we believe are not likely to be realized. \nWe continue to reassess the remaining valuation allowance quarterly, and if future evidence allows for a partial or full \nrelease of the valuation allowance, a tax benefit will be recorded accordingly. \nTable of Contents\nAlphabet Inc.\n85.\n\nCash paid for income taxes, net of refunds, were as follows (in millions):\nYear Ended December 31,\n2023\n2024\n2025\nUS federal\n$ \n13,689 $ \n19,921 $ \n13,658 \nUS state and local\n \n1,224 \n2,697 \n2,919 \nForeign:\nBrazil\n \n1,264 \n1,101 \n1,368 \nOther\n \n2,987 \n3,634 \n3,581 \nTotal foreign\n \n4,251 \n4,735 \n4,949 \nTotal cash paid for income taxes, net of refunds\n$ \n19,164 $ \n27,353 $ \n21,526 \nUncertain Tax Positions\nThe following table summarizes the activity related to our gross unrecognized tax benefits (in millions):\n \n2023\n2024\n2025\nBeginning gross unrecognized tax benefits\n$ \n7,055 $ \n9,438 $ \n12,619 \nIncreases related to prior year tax positions\n \n740 \n896 \n278 \nDecreases related to prior year tax positions\n \n(682) \n(83) \n(1,301) \nDecreases related to settlement with tax authorities\n \n(21) \n(311) \n(2,183) \nIncreases related to current year tax positions\n \n2,346 \n2,679 \n2,099 \nEnding gross unrecognized tax benefits\n$ \n9,438 $ \n12,619 $ \n11,512 \nYear Ended December 31,\nWe are subject to income taxes in the US and foreign jurisdictions. Significant judgment is required in evaluating \nour uncertain tax positions and determining our provision for income taxes. The total amount of gross unrecognized tax \nbenefits was $9.4 billion, $12.6 billion, and $11.5 billion as of December 31, 2023, 2024, and 2025, respectively, of \nwhich $7.4 billion, $10.0 billion, and $9.7 billion, if recognized, would affect our effective tax rate, respectively. \nAs of December 31, 2024 and 2025, we accrued $1.1 billion and $1.2 billion in interest and penalties in provision \nfor income taxes, respectively.\nWe are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. The \nIRS is currently examining our 2019 through 2021 tax returns. We have also received tax assessments in multiple \nforeign jurisdictions asserting transfer pricing adjustments or permanent establishment. We continue to defend such \nclaims as presented.\nWe regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the \nadequacy of our provision for income taxes. We continue to monitor the progress of ongoing discussions with tax \nauthorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.\nWe believe that an adequate provision has been made for any adjustments that may result from tax examinations. \nHowever, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are \nresolved in a manner not consistent with management's expectations, we could be required to adjust our provision for \nincome taxes in the period such resolutions occur. \nNote 15. Information about Segments and Geographic Areas \nWe report our segment results as Google Services, Google Cloud, and Other Bets:\n•\nGoogle Services includes products and services such as ads, Android, Chrome, devices, Google Maps, \nGoogle Play, Search, and YouTube. Google Services generates revenues primarily from advertising; fees \nreceived for consumer subscription-based products such as YouTube TV, YouTube Music and Premium, and \nNFL Sunday Ticket, as well as Google One; the sale of apps and in-app purchases; and devices.\n•\nGoogle Cloud includes infrastructure and platform services, applications, and other services for enterprise \ncustomers. Google Cloud generates revenues primarily from consumption-based fees and subscriptions \nreceived for Google Cloud Platform services, Google Workspace communication and collaboration tools, and \nother enterprise services.\nTable of Contents\nAlphabet Inc.\n86.\n\n•\nOther Bets is a combination of multiple operating segments that are not individually material. Revenues from \nOther Bets are generated primarily from the sale of autonomous transportation services and internet services.\nRevenues, certain costs, such as costs associated with content and traffic acquisition, certain engineering \nactivities, and devices, as well as certain operating expenses are directly attributable to our segments. Due to the \nintegrated nature of Alphabet, other costs and expenses, such as technical infrastructure and office facilities, are \nmanaged centrally at a consolidated level. These costs, including the associated depreciation, are allocated to \noperating segments as a service cost generally based on usage, headcount, or revenue.\nCertain costs are not allocated to our segments because they represent Alphabet-level activities. These costs \nprimarily include: \n•\ncertain AI-focused shared research and development activities, including employee compensation expenses \nand technical infrastructure usage costs associated with the development of our general AI models; \n•\ncorporate initiatives such as our philanthropic activities; and\n•\ncorporate shared costs such as certain finance, human resource, and legal costs, including certain fines and \nsettlements. \nCharges associated with employee severance and office space reductions are also not allocated to our segments. \nAdditionally, hedging gains (losses) related to revenue are not allocated to our segments.\nOur Chief Operating Decision Maker (CODM) is our Chief Executive Officer, Sundar Pichai. Our CODM uses \nsegment operating income (loss) to allocate resources to our segments in our annual planning process and to assess \nthe performance of our segments, primarily by monitoring actual results versus the annual plan. Our operating \nsegments are not evaluated using asset information.\nThe following table presents revenue, profitability, and expense information about our segments (in millions):\nYear Ended December 31,\n2023\n2024\n2025\nRevenues:\nGoogle Services\n$ \n272,543 $ \n304,930 $ \n342,721 \nGoogle Cloud\n \n33,088 \n43,229 \n58,705 \nOther Bets\n \n1,527 \n1,648 \n1,537 \nHedging gains (losses)\n \n236 \n211 \n(127) \nTotal revenues\n$ \n307,394 $ \n350,018 $ \n402,836 \nOperating income (loss):\nGoogle Services\n$ \n95,858 $ \n121,263 $ \n139,404 \nGoogle Cloud\n \n1,716 \n6,112 \n13,910 \nOther Bets\n \n(4,095) \n(4,444) \n(7,515) \nAlphabet-level activities\n \n(9,186) \n(10,541) \n(16,760) \nTotal income from operations\n$ \n84,293 $ \n112,390 $ \n129,039 \nSupplemental information about segment expenses:\nGoogle Services:\nEmployee compensation expenses\n$ \n46,224 $ \n44,560 $ \n45,124 \nOther costs and expenses\n \n130,461 \n139,107 \n158,193 \nTotal Google Services costs and expenses\n$ \n176,685 $ \n183,667 $ \n203,317 \nGoogle Cloud:\nEmployee compensation expenses\n$ \n19,054 $ \n20,519 $ \n22,078 \nOther costs and expenses\n \n12,318 \n16,598 \n22,717 \nTotal Google Cloud costs and expenses\n$ \n31,372 $ \n37,117 $ \n44,795 \nTable of Contents\nAlphabet Inc.\n87.\n\nGoogle Services and Google Cloud employee compensation expenses include the costs associated with direct \nand allocated employees. Google Services and Google Cloud other costs and expenses primarily include direct costs, \nsuch as advertising and promotional activities, legal and other matters, and third-party services fees as well as \nallocated costs, such as technical infrastructure and office facilities usage costs. Additionally, Google Services other \ncosts and expenses include content and traffic acquisition costs and device costs.\nSee Note 2 for further details relating to revenues by geography.\nThe following table presents long-lived assets by geographic area, which includes property and equipment, net \nand operating lease assets (in millions):\nAs of December 31,\n \n2024\n2025\nLong-lived assets:\nUnited States\n$ \n138,993 $ \n195,337 \nInternational\n \n45,631 \n66,481 \nTotal long-lived assets\n$ \n184,624 $ \n261,818 \nNote 16. Subsequent Event\nIn January 2026, we recognized approximately $32.0 billion of unrealized gains in our non-marketable \ninvestments. These unrealized gains reflect an estimated increase in the fair value measurement following observable \ntransactions that occurred in January 2026, and are subject to change as we finalize related valuations. See Note 3 \nand Note 7 for further details on equity investments and OI&E.\nTable of Contents\nAlphabet Inc.\n88.\n\nITEM 9.\nCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL \nDISCLOSURE\nNone.\nITEM 9A.\nCONTROLS AND PROCEDURES\nEvaluation of Disclosure Controls and Procedures\nOur management, with the participation of our chief executive officer and chief financial officer, evaluated the \neffectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the \nend of the period covered by this Annual Report on Form 10-K.\nBased on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, \n2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to \nprovide reasonable assurance that information we are required to disclose in reports that we file or submit under the \nExchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules \nand forms, and that such information is accumulated and communicated to our management, including our chief \nexecutive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.\nChanges in Internal Control over Financial Reporting\nThere have been no changes in our internal control over financial reporting that occurred during the quarter \nended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal \ncontrol over financial reporting. \nManagement’s Report on Internal Control over Financial Reporting\nOur management is responsible for establishing and maintaining adequate internal control over financial \nreporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the \neffectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated \nFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). \nBased on this evaluation, management concluded that our internal control over financial reporting was effective as of \nDecember 31, 2025. Management reviewed the results of its assessment with our Audit Committee. The effectiveness \nof our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an \nindependent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report \non Form 10-K.\nLimitations on Effectiveness of Controls and Procedures\nIn designing and evaluating the disclosure controls and procedures, management recognizes that any controls \nand procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the \ndesired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there \nare resource constraints and that management is required to apply its judgment in evaluating the benefits of possible \ncontrols and procedures relative to their costs.\nITEM 9B.\nOTHER INFORMATION\n10b5-1 Trading Plans\nDuring the quarter ended December 31, 2025, the following Section 16 director and officer adopted, modified, or \nterminated a \"Rule 10b5-1 trading arrangement\" (as defined in Item 408 of Regulation S-K of the Exchange Act):\n•\nJohn Hennessy, Chair of the Board of Directors, through the John L. Hennessy & Andrea J. Hennessy \nRevocable Trust, adopted a new trading plan on November 10, 2025 (with the first trade under the new plan \nscheduled for March 15, 2026). The trading plan will be effective until March 15, 2027 to sell up to 8,400 \nshares of Class C Capital Stock and up to 4,200 shares of Class A Common Stock.\n•\nRuth M. Porat, President and Chief Investment Officer, adopted a new trading plan on November 29, 2025 \n(with the first trade under the new plan scheduled for March 2, 2026). The trading plan is scheduled to be in \neffect until March 2, 2027 to sell up to 154,486 shares (gross, plus any dividend equivalent units) of Class C \nCapital Stock issued upon the vesting of Ruth's Alphabet 2021 Performance Stock Units, as adjusted based on \nperformance (shares sold are net of tax withholding).\nThere were no \"non-Rule 10b5-1 trading arrangements\" (as defined in Item 408 of Regulation S-K of the \nExchange Act) adopted, modified, or terminated during the quarter ended December 31, 2025 by our directors and \nSection 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Policy Against Insider \nTable of Contents\nAlphabet Inc.\n89.\n\nTrading and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section \n16 filings with the SEC in accordance with applicable securities laws, rules, and regulations.\nRequired Disclosure Pursuant to Section 13(r) of the Exchange Act\nAs previously disclosed, Google LLC, a subsidiary of Alphabet, filed notifications with the Russian Federal \nSecurity Service (FSB) pursuant to Russian encryption control requirements, which must be complied with prior to the \nimport of covered items. The information provided pursuant to Section 13(r) of the Exchange Act in Part II, Item 5 of \nour Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 is incorporated herein by reference.\nITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS\nNot applicable.\nTable of Contents\nAlphabet Inc.\n90.\n\nPART III\nITEM 10.\nDIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE\nThe information required by this item will be included under the caption \"Directors, Executive Officers, and \nCorporate Governance\" in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC \nwithin 120 days of the fiscal year ended December 31, 2025 (2026 Proxy Statement) and is incorporated herein by \nreference. The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will \nbe included under the caption \"Delinquent Section 16(a) Reports\" in the 2026 Proxy Statement and is incorporated \nherein by reference.\nWe have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of \nsecurities of Alphabet by directors, officers, and employees that we believe are reasonably designed to promote \ncompliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider \ntrading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such \nsecurities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies \nand procedures does not purport to be complete and is qualified by reference to our Policy Against Insider Trading filed \nas Exhibit 19.1 to our 2024 Annual Report on Form 10-K and incorporated by reference herein.\nITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by this item will be included under the captions \"Director Compensation,\" \"Executive \nCompensation\" and \"Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board \nMatters—Compensation Committee Interlocks and Insider Participation\" in the 2026 Proxy Statement and is \nincorporated herein by reference, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K \nrelating to pay versus performance.\nITEM 12.\nSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED \nSTOCKHOLDER MATTERS\nThe information required by this item will be included under the captions \"Common Stock Ownership of Certain \nBeneficial Owners and Management\" and \"Equity Compensation Plan Information\" in the 2026 Proxy Statement and is \nincorporated herein by reference.\nITEM 13.\nCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE\nThe information required by this item will be included under the captions \"Certain Relationships and Related \nTransactions\" and \"Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board \nMatters—Director Independence\" in the 2026 Proxy Statement and is incorporated herein by reference.\nITEM 14.\nPRINCIPAL ACCOUNTANT FEES AND SERVICES\nThe information required by this item will be included under the caption \"Independent Registered Public \nAccounting Firm\" in the 2026 Proxy Statement and is incorporated herein by reference.\nTable of Contents\nAlphabet Inc.\n91.\n\nPART IV\nITEM 15.\nEXHIBITS, FINANCIAL STATEMENT SCHEDULES\nWe have filed the following documents as part of this Annual Report on Form 10-K:\n1. Consolidated Financial Statements\nReports of Independent Registered Public Accounting Firm\n45\nFinancial Statements:\nConsolidated Balance Sheets\n48\nConsolidated Statements of Income\n49\nConsolidated Statements of Comprehensive Income\n50\nConsolidated Statements of Stockholders’ Equity\n51\nConsolidated Statements of Cash Flows\n52\nNotes to Consolidated Financial Statements\n53\n2. Financial Statement Schedules\nSchedule II: Valuation and Qualifying Accounts\nThe table below details the activity of the allowance for credit losses and sales credits for the years ended \nDecember 31, 2023, 2024, and 2025 (in millions):\nBalance at\nBeginning of Year\nAdditions\nUsage\nBalance at\nEnd of Year\nYear ended December 31, 2023\n$ \n1,213 $ \n3,115 $ \n(2,737) $ \n1,591 \nYear ended December 31, 2024\n$ \n1,591 $ \n2,895 $ \n(2,850) $ \n1,636 \nYear ended December 31, 2025\n$ \n1,636 $ \n4,128 $ \n(3,408) $ \n2,356 \nNote:\nAdditions to the allowance for credit losses are charged to expense. Additions to the allowance for sales credits are \ncharged against revenues.\nAll other schedules have been omitted because they are not required, not applicable, or the required information \nis otherwise included.\n3. Exhibits\n2.01\nAgreement and Plan of Merger, dated \nOctober 2, 2015, by and among Google Inc., \nthe Registrant and Maple Technologies Inc.\nCurrent Report on Form 8-K \n(File No. 001-37580) \nOctober 2, 2015\n3.01\nAmended and Restated Certificate of \nIncorporation of the Registrant\nCurrent Report on Form 8-K \n(File No. 001-37580) \nJune 3, 2022\n3.02\nAmended and Restated Bylaws of the \nRegistrant, dated October 19, 2022\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 25, 2022\n4.01\nSpecimen Class A Common Stock certificate\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.02\nSpecimen Class C Capital Stock certificate\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.03\nu\nAlphabet Inc. Deferred Compensation Plan\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.04\nTransfer Restriction Agreement, dated \nOctober 2, 2015, between the Registrant and \nLarry Page and certain of his affiliates \nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.05\nTransfer Restriction Agreement, dated \nOctober 2, 2015, between the Registrant and \nSergey Brin and certain of his affiliates \nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.06\nJoinder Agreement, dated December 31, \n2021, among the Registrant, Sergey Brin and \ncertain of his affiliates \nAnnual Report on Form 10-K \n(File No. 001-37580)\nFebruary 2, 2022\nExhibit\nNumber\nDescription\nIncorporated by reference herein\nForm\nDate\nTable of Contents\nAlphabet Inc.\n92.\n\n4.07\nTransfer Restriction Agreement, dated \nOctober 2, 2015, between the Registrant and \nEric E. Schmidt and certain of its affiliates\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.08\nClass C Undertaking, dated October 2, 2015, \nexecuted by the Registrant\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n4.09\nIndenture, dated February 12, 2016, between \nthe Registrant and The Bank of New York \nMellon Trust Company, N.A., as Trustee\nRegistration Statement on \nForm S-3 \n(File No. 333-209510)\nFebruary 12, 2016\n4.10\nRegistrant Registration Rights Agreement \ndated December 14, 2015\nRegistration Statement on \nForm S-3 \n(File No. 333-209518)\nFebruary 12, 2016\n4.11\nFirst Supplemental Indenture, dated April 27, \n2016, between the Registrant and The Bank \nof New York Mellon Trust Company, N.A., as \ntrustee\nCurrent Report on Form 8-K\n(File No. 001-37580)\nApril 27, 2016\n4.12\nForm of the Registrant’s 1.998% Note due \n2026\nCurrent Report on Form 8-K \n(File No. 001-37580)\nAugust 9, 2016\n4.13\nForm of Global Note representing the \nRegistrant’s 0.800% notes due 2027\nCurrent Report on Form 8-K \n(File No. 001-37580)\nAugust 5, 2020\n4.14\nForm of Global Note representing the \nRegistrant’s 1.100% notes due 2030\nCurrent Report on Form 8-K \n(File No. 001-37580)\nAugust 5, 2020\n4.15\nForm of Global Note representing the \nRegistrant’s 1.900% notes due 2040\nCurrent Report on Form 8-K \n(File No. 001-37580)\nAugust 5, 2020\n4.16\nForm of Global Note representing the \nRegistrant’s 2.050% notes due 2050\nCurrent Report on Form 8-K \n(File No. 001-37580)\nAugust 5, 2020\n4.17\nForm of Global Note representing the \nRegistrant’s 2.250% notes due 2060\nCurrent Report on Form 8-K \n(File No. 001-37580)\nAugust 5, 2020\n4.18\nForm of Global Note representing the \nRegistrant’s 4.000% notes due 2030\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 1, 2025\n4.19\nForm of Global Note representing the \nRegistrant’s 4.500% notes due 2035\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 1, 2025\n4.20\nForm of Global Note representing the \nRegistrant’s 5.250% notes due 2055\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 1, 2025\n4.21\nForm of Global Note representing the \nRegistrant’s 5.300% notes due 2065\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 1, 2025\n4.22\nForm of Global Note representing the \nRegistrant’s 2.500% notes due 2029\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 6, 2025\n4.23\nForm of Global Note representing the \nRegistrant’s 3.000% notes due 2033\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 6, 2025\n4.24\nForm of Global Note representing the \nRegistrant’s 3.375% notes due 2037\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 6, 2025\n4.25\nForm of Global Note representing the \nRegistrant’s 3.875% notes due 2045\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 6, 2025\n4.26\nForm of Global Note representing the \nRegistrant’s 4.000% notes due 2054\nCurrent Report on Form 8-K \n(File No. 001-37580)\nMay 6, 2025\n4.27\nForm of Global Note representing the \nRegistrant’s 2.375% notes due 2028\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.28\nForm of Global Note representing the \nRegistrant’s 2.875% notes due 2031\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.29\nForm of Global Note representing the \nRegistrant’s 3.125% notes due 2034\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.30\nForm of Global Note representing the \nRegistrant’s 3.500% notes due 2038\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.31\nForm of Global Note representing the \nRegistrant’s 4.000% notes due 2044\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\nExhibit\nNumber\nDescription\nIncorporated by reference herein\nForm\nDate\nTable of Contents\nAlphabet Inc.\n93.\n\n4.32\nForm of Global Note representing the \nRegistrant’s 4.375% notes due 2064\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.33\nForm of Global Note representing the \nRegistrant’s floating rate notes due 2028\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.34\nForm of Global Note representing the \nRegistrant’s 3.875% notes due 2028\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.35\nForm of Global Note representing the \nRegistrant’s 4.100% notes due 2030\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.36\nForm of Global Note representing the \nRegistrant’s 4.375% notes due 2032\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.37\nForm of Global Note representing the \nRegistrant’s 4.700% notes due 2035\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.38\nForm of Global Note representing the \nRegistrant’s 5.350% notes due 2045\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.39\nForm of Global Note representing the \nRegistrant’s 5.450% notes due 2055\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.40\nForm of Global Note representing the \nRegistrant’s 5.700% notes due 2075\nCurrent Report on Form 8-K \n(File No. 001-37580)\nNovember 6, 2025\n4.41\nDescription of Registrant’s Securities\nAnnual Report on Form 10-K \n(File No. 001-37580)\nFebruary 3, 2023\n10.01\nu\nForm of Indemnification Agreement entered \ninto between the Registrant, its affiliates and \nits directors and officers \nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n10.02\nu\nForm of Offer Letter for Directors\nAnnual Report on Form 10-K \n(File No. 001-37580)\nJanuary 31, 2024\n10.03\nu\nLetter Agreement dated June 3, 2024, \nbetween Anat Ashkenazi and Alphabet\nCurrent Report on Form 8-K \n(File No. 001-37580)\nJune 7, 2024\n10.04\nu\nCompensation Plan Agreement, dated \nOctober 2, 2015, between Google Inc. and \nthe Registrant\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n10.05\nu\nDirector Arrangements Agreement, dated \nOctober 2, 2015, between Google Inc. and \nthe Registrant\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n10.06\nu\nAlphabet Inc. Deferred Compensation Plan\nCurrent Report on Form 8-K \n(File No. 001-37580)\nOctober 2, 2015\n10.07\nu\nAlphabet Inc. Amended and Restated 2012 \nStock Plan\nCurrent Report on Form 8-K\n(File No. 001-37580)\nJune 5, 2020\n10.07.1\nu\nAlphabet Inc. Amended and Restated 2012 \nStock Plan - Form of Alphabet Restricted \nStock Unit Agreement\nAnnual Report on Form 10-K\n(File No. 001-37580)\nFebruary 4, 2020\n10.08\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan\nCurrent Report on Form 8-K \n(file No. 001-37580)\nJune 8, 2023\n10.08.1\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan - Form of Alphabet Restricted \nStock Unit Agreement\nQuarterly Report on Form 10-\nQ (file No. 001-37580)\nJuly 28, 2021\n10.08.2\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan - Form of Alphabet Restricted \nStock Unit Agreement\nQuarterly Report on Form 10-\nQ (File No. 001-37580)\nJuly 26, 2023\n10.08.3\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan – Form of Alphabet Restricted \nStock Unit Agreement\nQuarterly Report on Form 10-\nQ (File No. 001-37580)\nApril 26, 2024\n10.08.4\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan - Form of Alphabet 2022 CEO \nPerformance Stock Unit Agreement\nAnnual Report on Form 10-K \n(File No. 001-37580) \nFebruary 3, 2023\nExhibit\nNumber\nDescription\nIncorporated by reference herein\nForm\nDate\nTable of Contents\nAlphabet Inc.\n94.\n\n10.08.5\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan – Form of Alphabet CEO \nPerformance Stock Unit Agreement\nQuarterly Report on Form 10-\nQ (File No. 001-37580)\nApril 26, 2024\n10.08.6\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan - Form of Alphabet 2022 Non-\nCEO Performance Stock Unit Agreement\nAnnual Report on Form 10-K\n(File No. 001-37580)\nFebruary 2, 2022\n10.08.7\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan - Form of Alphabet 2023 Non-\nCEO Performance Stock Unit Agreement\nQuarterly Report on Form 10-\nQ (File No. 001-37580)\nJuly 26, 2023\n10.08.8\nu\nAlphabet Inc. Amended and Restated 2021 \nStock Plan – Form of Alphabet Non-CEO \nPerformance Stock Unit Agreement\nQuarterly Report on Form 10-\nQ (File No. 001-37580)\nApril 26, 2024\n10.09\nu\nAlphabet Inc. Company Bonus Plan, as \namended\nAnnual Report on Form 10-K\n(File No. 001-37350)\nFebruary 2, 2023\n19.01\nAlphabet Inc. Policy Against Insider Trading\nAnnual Report on Form 10-K\n(File No. 001-37350)\nFebruary 5, 2025\n21.01\n*\nSubsidiaries of the Registrant\n23.01\n*\nConsent of Independent Registered Public \nAccounting Firm\n24.01\n*\nPower of Attorney (incorporated by reference \nto the signature page of this Annual Report \non Form 10-K)\n31.01\n*\nCertification of Chief Executive Officer \npursuant to Exchange Act Rules 13a-14(a) \nand 15d-14(a), as adopted pursuant to \nSection 302 of the Sarbanes-Oxley Act of \n2002\n31.02\n*\nCertification of Chief Financial Officer \npursuant to Exchange Act Rules 13a-14(a) \nand 15d-14(a), as adopted pursuant to \nSection 302 of the Sarbanes-Oxley Act of \n2002\n32.01\n‡\nCertifications of Chief Executive Officer and \nChief Financial Officer pursuant to 18 U.S.C. \nSection 1350, as adopted pursuant to \nSection 906 of the Sarbanes-Oxley Act of \n2002\n97.01\nu\nClawback Policy\nAnnual Report on Form 10-K\n(File No. 001-37350)\nJanuary 31, 2024\n101.INS\n*\nInline XBRL Instance Document - the \ninstance document does not appear in the \nInteractive Data File because its XBRL tags \nare embedded within the Inline XBRL \ndocument\n101.SCH\n*\nInline XBRL Taxonomy Extension Schema \nDocument\n101.CAL\n*\nInline XBRL Taxonomy Extension Calculation \nLinkbase Document\n101.DEF\n*\nInline XBRL Taxonomy Extension Definition \nLinkbase Document\n101.LAB\n*\nInline XBRL Taxonomy Extension Label \nLinkbase Document\n101.PRE\n*\nInline XBRL Taxonomy Extension \nPresentation Linkbase Document\n104\n*\nCover Page Interactive Data File (embedded \nwithin the Inline XBRL document and \ncontained in Exhibit 101)\nExhibit\nNumber\nDescription\nIncorporated by reference herein\nForm\nDate\nTable of Contents\nAlphabet Inc.\n95.\n\n_________________\nu\nIndicates management compensatory plan, contract, or arrangement.\n*\nFiled herewith.\n‡\nFurnished herewith.\nITEM 16.\nFORM 10-K SUMMARY\nNone.\nTable of Contents\nAlphabet Inc.\n96.\n\nSIGNATURES\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has \nduly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.\nDate: February 4, 2026 \n \nALPHABET INC.\nBy:\n/S/ SUNDAR PICHAI \nSundar Pichai\nChief Executive Officer\n(Principal Executive Officer of the Registrant)\nPOWER OF ATTORNEY\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes \nand appoints Sundar Pichai and Anat Ashkenazi, jointly and severally, his or her attorney-in-fact, with the power of \nsubstitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and \nto file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange \nCommission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or \nsubstitutes, may do or cause to be done by virtue hereof.\nPursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been \nsigned below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.\n \n \nTable of Contents\nAlphabet Inc.\n97.\n\nSignature\nTitle\nDate\n/S/ SUNDAR PICHAI\nChief Executive Officer and Director (Principal \nExecutive Officer)\nFebruary 4, 2026\nSundar Pichai\n/S/ ANAT ASHKENAZI \nSenior Vice President and Chief Financial \nOfficer (Principal Financial Officer)\nFebruary 4, 2026\nAnat Ashkenazi\n/S/ AMIE THUENER O'TOOLE \nVice President, Corporate Controller and \nPrincipal Accounting Officer\nFebruary 4, 2026\nAmie Thuener O'Toole\n/S/ FRANCES H. ARNOLD \nDirector\nFebruary 4, 2026\nFrances H. Arnold\n/S/ SERGEY BRIN \nCo-Founder and Director\nFebruary 4, 2026\nSergey Brin\n/S/ R. MARTIN CHAVEZ \nDirector\nFebruary 4, 2026\nR. Martin Chávez\n/S/ L. JOHN DOERR \nDirector\nFebruary 4, 2026\nL. John Doerr\n/S/ ROGER W. FERGUSON JR. \nDirector\nFebruary 4, 2026\nRoger W. Ferguson Jr.\n/S/ JOHN L. HENNESSY \nDirector, Chair\nFebruary 4, 2026\nJohn L. Hennessy\n/S/ LARRY PAGE \nCo-Founder and Director\nFebruary 4, 2026\nLarry Page\n/S/ K. RAM SHRIRAM \nDirector\nFebruary 4, 2026\nK. Ram Shriram\n/S/ ROBIN L. WASHINGTON \nDirector\nFebruary 4, 2026\nRobin L. Washington\nTable of Contents\nAlphabet Inc.\n98.", - "path": "GOOG 10-K 2025.pdf/Root", - "metadata": { - "length": 350271, - "summary": "This section, titled 'Root', serves as the cover page and introductory material for Alphabet Inc.'s Form 10-K Annual Report for the fiscal year ended December 31, 2025. It identifies the registrant (Alphabet Inc.), its jurisdiction of incorporation (Delaware), principal address, and tax identification number. The section also lists all securities registered under Section 12(b) of the Securities Exchange Act of 1934, including Class A and Class C Common Stock with their respective trading symbols (GOOGL and GOOG), and a comprehensive list of Senior Notes due between 2028 and 2064, all registered on the Nasdaq Stock Market LLC. Additionally, it includes check-boxes indicating the company's status as a large accelerated filer and confirms that it is not a shell company.", - "page_nums": [ - 1, - 2, - 3, - 4, - 5, - 6, - 7, - 8, - 9, - 10, - 11, - 12, - 13, - 14, - 15, - 16, - 17, - 18, - 19, - 20, - 21, - 22, - 23, - 24, - 25, - 26, - 27, - 28, - 29, - 30, - 31, - 32, - 33, - 34, - 35, - 36, - 37, - 38, - 39, - 40, - 41, - 42, - 43, - 44, - 45, - 46, - 47, - 48, - 49, - 50, - 51, - 52, - 53, - 54, - 55, - 56, - 57, - 58, - 59, - 60, - 61, - 62, - 63, - 64, - 65, - 66, - 67, - 68, - 69, - 70, - 71, - 72, - 73, - 74, - 75, - 76, - 77, - 78, - 79, - 80, - 81, - 82, - 83, - 84, - 85, - 86, - 87, - 88, - 89, - 90, - 91, - 92, - 93, - 94, - 95, - 96, - 97, - 98, - 99 - ], - "keywords": [ - "United States", - "Securities and Exchange Commission", - "Washington, D.C.", - "Alphabet Inc.", - "Delaware", - "1600 Amphitheatre Parkway", - "Mountain View, CA 94043", - "Nasdaq Stock Market LLC", - "Nasdaq Global Select Market" - 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(META) \nFirst Quarter 2026 Results Conference Call \nApril 29th, 2026 \n \nKenneth Dorell, Director, Investor Relations \n \nThank you. Good afternoon and welcome to Meta Platforms’ first quarter 2026 earnings \nconference call. Joining me today to discuss our results are Mark Zuckerberg, CEO and Susan Li, \nCFO. \n \nOur remarks today will include forward‐looking statements, which are based on assumptions as of \ntoday. Actual results may differ materially as a result of various factors including those set forth in \ntoday’s earnings press release, and in our annual report on Form 10-K filed with the SEC. We \nundertake no obligation to update any forward-looking statement. \n \nDuring this call we will present both GAAP and certain non‐GAAP financial measures. A \nreconciliation of GAAP to non‐GAAP measures is included in today’s earnings press release. The \nearnings press release and an accompanying investor presentation are available on our website at \ninvestor.atmeta.com. \n \nAnd now, I’d like to turn the call over to Mark. \n \nMark Zuckerberg, CEO \n \nHey everyone, thanks for joining today. We had a strong quarter for our community, our business, \nand our progress towards AI. \n \nMore than 3.5 billion people use at least one of our apps every day. We saw a small decrease in \ntotal family dailies due to internet outages in Iran and blocks in Russia, but otherwise trends \nacross our apps are strong. Daily and monthly actives on Instagram and Facebook continue to \ngrow, with video driving all-time high engagement across both apps. WhatsApp continues to see \nstrong momentum too, including in the US. And Threads continues on its trajectory to be the \nleading app in its category. \n \nOur biggest milestone so far this year has been the release of our Muse family of models and our \nfirst model, Muse Spark, along with a significantly upgraded new version of Meta AI. This was the \nfirst release from Meta Superintelligence Labs, and it shows that our work is on track to build a \nleading lab. \n \nOver the past 10 months, we have built the strongest research team in the industry, and \nestablished the scientific and technical foundations to scale very advanced models. Spark is just \none step on that scaling ladder and we are already training even more advanced models. But Spark \nhas already made Meta AI a world-class assistant that leads in several areas related to our vision \nof personal superintelligence, including visual understanding, health, shopping, social content, \nlocal, creating games, and more. We're hearing very positive feedback on it so far. We've seen \nlarge increases in Meta AI use since releasing the updates, and the Meta AI app has consistently \nbeen near the top of the app stores as well. \n \nNow that we have a strong model we can develop more novel products as well. Since I first wrote \nabout our vision for personal superintelligence last year, we've been focused on delivering", - "path": "Meta Q1 2026 Earnings Call Transcript.pdf/Root/Kenneth Dorell, Director, Investor Relations", - "metadata": { - "length": 2945, - "summary": "Kenneth Dorell, Director of Investor Relations, welcomes participants to Meta Platforms' first quarter 2026 earnings conference call. He introduces the speakers, Mark Zuckerberg (CEO) and Susan Li (CFO), and outlines the call's scope, including forward-looking statements, GAAP and non-GAAP financial measures, and where to find supporting materials like the press release and investor presentation. The section concludes with him handing over the call to Mark Zuckerberg.", - "page_nums": [ - 1 - ], - "keywords": [ - "Meta Platforms, Inc.", - "META", - "Kenneth Dorell", - "Mark Zuckerberg", - "Susan Li" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_6fc5d540-6e67-506b-9479-570cf9cadea5", - "type": "page", - "content": "[SAME-AS Meta Q1 2026 Earnings Call Transcript.pdf/Root/Kenneth Dorell, Director, Investor Relations p1]\n\n2 \n \npersonal and business agents to billions of people around the world. Our goal is not just to deliver \nMeta AI as an assistant, but to deliver agents that can understand your goals and then work day \nand night to help you achieve them. \n \nMy view of AI is very different from many others in the industry. I hear a lot of people out there \ntalk about how AI is going to replace people. Instead, I think that AI is going to amplify people's \nability to do what you want -- whether that's to improve your health, your learning, your \nrelationships, your ability to achieve your personal and career goals and more. My view is that \nhuman progress has always been driven by people pursuing their individual aspirations, and I \nbelieve that this will continue to be true in the future. People will be more important in the future, \nnot less. Meta believes in empowering individuals. Those are the kinds of products we're going to \nbuild, and I believe they're going to be some of the most important and valuable products of all \ntime. \n \nWe are building a personal agent focused on helping people achieve the diverse goals in their lives. \nWe are also building a business agent focused on helping entrepreneurs and businesses across the \nworld use our tools and others to grow their efforts, reach new customers, and serve existing \ncustomers better. These agents will work together to form an ecosystem, and whether you use \nour personal or business agents to achieve your goals, I believe that the future will see a massive \nincrease in entrepreneurship from people creating new things that they've always wanted to exist \nbut previously didn't have the tools to bring into the world. We're already testing an early version \nof business AIs, and weekly conversations have grown 10x since the start of this year. \n \nWe're also working on using Spark and our upcoming models to improve our recommendation \nsystems and core business in Facebook, Instagram, and ads. Right now, our apps primarily help \npeople accomplish three important goals: connecting with people, learning about the world, and \nentertainment. But we've always wanted our apps to understand more of people's goals so we can \nhelp improve their lives in all the ways that they want. These new AI models will let us understand \nthis in more detail. So instead of just looking at statistical patterns of what types of people engage \nwith what content, for the first time in Meta's history we're going to be able to develop a first-\nprinciples understanding of what you care about and what each piece of content in our system is \nabout so that way we can show you more useful things for what you're trying to accomplish. We'll \nalso be able to create personalized content specifically for people to help you achieve your goals \nas well. \n \nSince our recommendation systems are operating at such large scale, we'll phase in this new \nresearch and technology over time. But the trend over the last few years seems clear that we are \nseeing an increasing return on the amount that we can improve engagement for people and value \nfor advertisers. This encourages us to continue investing heavily in what we expect will provide \nincreasing value over the coming years as well. \n \nOn that note, we are increasing our infrastructure capex forecast for this year. Most of that is due \nto higher component costs, particularly memory pricing. But every sign that we’re seeing in our \nown work and across the industry gives us confidence in this investment. That said, we are very \nfocused on increasing the efficiency of our investments. And as part of that, we're rolling out more \nthan 1GW of our own custom silicon that we're developing with Broadcom as well as significant \namounts of AMD chips to compliment the new Nvidia systems that we're rolling out as well. One \nof the primary goals of our Meta Compute initiative is to lead the industry in efficiency of building \ncompute, and we expect that will be a strategic advantage over time.", - "path": "Meta Q1 2026 Earnings Call Transcript.pdf/Root/Mark Zuckerberg, CEO", - "metadata": { - "length": 4102, - "summary": "Mark Zuckerberg, CEO of Meta Platforms, Inc., discusses the company's strong performance in Q1 2026, highlighting over 3.5 billion daily active users across its family of apps. He details the release of the Muse family of AI models and the upgraded Meta AI assistant from Meta Superintelligence Labs. Zuckerberg outlines his vision for personal and business agents designed to amplify human capabilities rather than replace people, and mentions plans to integrate these models into recommendation systems for Facebook and Instagram. The section concludes with an update on infrastructure investments, including increased capex due to memory costs and the rollout of custom silicon developed with Broadcom alongside AMD and Nvidia chips.", - "page_nums": [ - 1, - 2 - ], - "keywords": [ - "Meta Platforms, Inc.", - "META", - "Mark Zuckerberg", - "Susan Li", - "Iran", - "Russia", - "Instagram", - "Facebook", - "WhatsApp", - "Threads", - "Muse", - "Muse Spark", - "Meta AI", - "Meta Superintelligence Labs", - "Broadcom", - "AMD", - "Nvidia" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_67d5113c-7fb8-535b-a197-117cbf5602e1", - "type": "page", - "content": "3 \n \nTalking about building physical goods at scale, our AI glasses continue to perform well with the \nnumber of people using them daily tripling year-over-year. This continues to be one of the fastest-\ngrowing categories of consumer electronics ever. We released Ray-Ban Meta Optics this quarter, \ndesigned for all-day wear rather than primarily as sunglasses. And building on our release of \nOakley last year, we have some exciting new partnerships and styles that I think are going to have \nthe potential to reach even more people coming later this year. \n \nAll of our glasses are designed to easily update to use our newest AI models and features. I'm also \nreally excited to see the glasses evolve from being able to answer questions to being able to be a \npersonal agent that's with you all day long, helping you remember things and achieve your goals. \n \nBeyond glasses, I am excited for more of our metaverse efforts to be powered by the AI models \nwe're training as well. We remain the biggest investor in the VR space across the industry, but we \nare focused on making our VR business sustainable as we invest more in other areas like AI and \nglasses. \n \nBefore wrapping, I want to talk for a moment about how AI is transforming our work. We're seeing \nmore and more examples where one or two people are building something in a week that would \nhave previously taken dozens of people months. I want to make sure that Meta is the best place in \nthe world for these types of people to come and make an impact. We're building the next \nevolution of our company around these people. There's a lot that we can do to enable this: building \nthe best infrastructure for creating and delivering products at scale, streamlining our teams so \nthey aren't bigger than they need to be, recognizing and rewarding the people who are having \noutsized impacts, and setting ourselves up to try many more ideas and take on many new projects \nin the future. Of course we'll continue pushing to increase our efficiency as well, but overall I think \nthe future is about building many more higher quality things than we've ever built before. \n \nAlright, that is what I wanted to cover today. We are living through a historic technological \ntransformation. We are among the few companies positioned to shape the future, and we are on \ntrack to do that. I'm looking forward to delivering personal superintelligence to billions of people. \nAnd as always, I'm grateful for the hard work of our teams, and to all of you for being on this \njourney with us. \n \nSusan Li, CFO \n \nThanks Mark and good afternoon everyone. \n \nLet’s begin with our segment results. All comparisons are on a year-over-year basis unless \notherwise noted. \n \nWe estimate 3.56 billion people used at least one of our Family of Apps on a daily basis in March, \nwhich declined slightly from December due to internet disruptions in Iran and a restriction on \naccess to WhatsApp in Russia. Absent these impacts, growth in Family Daily Active People would \nhave been positive quarter-over-quarter. \n \nQ1 Total Family of Apps revenue was $55.9 billion, up 33% year-over-year. \n \nQ1 Family of Apps ad revenue was $55.0 billion, up 33% or 29% on a constant currency basis.\n\n4 \n \nIn Q1, the total number of ad impressions served across our services increased 19%. Impression \ngrowth was healthy across all regions, driven primarily by growth in engagement and users, as well \nas ad load optimizations. The global average price per ad increased 12% year-over-year in Q1, with \nbroad-based growth as we benefited from ad performance improvements, better macro \nconditions versus Q1 of last year, and currency tailwinds in international regions. This was partially \noffset by strong impression growth, including from lower monetizing regions. \n \nFamily of Apps other revenue was $885 million, up 74%, driven primarily by WhatsApp paid \nmessaging and subscriptions revenue. \n \nWithin our Reality Labs segment, Q1 revenue was $402 million, down 2% year-over-year due to \nlower Quest headset sales, which were partially offset by continued strong growth in AI glasses \nrevenue. \n \nMoving now to our consolidated results. \n \nQ1 total revenue was $56.3 billion, up 33% or 29% on a constant currency basis. \n \nQ1 total expenses were $33.4 billion, up 35% compared to last year. Year-over-year growth was \ndriven mainly by infrastructure costs and employee compensation. \n \nThe growth in infrastructure costs was due to higher depreciation, data center operating costs, \nand third party cloud spend. \n \nThe growth in employee compensation was driven by technical hires we’ve added over the past \nyear, particularly AI talent. \n \nWe ended Q1 with over 77,900 employees, down 1% from Q4 as the impact of headcount \noptimization efforts in certain functions was partially offset by hiring in priority areas of \nmonetization and infrastructure. \n \nFirst quarter operating income was $22.9 billion, representing a 41% operating margin. \n \nQ1 interest and other income was -$1.1 billion, driven by unrealized losses on our equity \ninvestments. \n \nOur tax rate for the quarter was -23%, which was favorably impacted by a tax benefit of $8.03 \nbillion. This benefit partially relieves the $15.93 billion non-cash tax charge we recorded in the \nthird quarter of 2025, which reflects updated guidance from the US Treasury issued in February \n2026 regarding the tax treatment of previously capitalized R&D expenditures in the United \nStates. Absent the tax benefit, our Q1 tax rate would have been 14%. \n \nNet income was $26.8 billion or $10.44 per share. Absent the tax benefit, our net income and EPS \nwould have been $18.7 billion and $7.31, respectively. \n \nCapital expenditures, including principal payments on finance leases, were $19.8 billion, driven by \ninvestments in servers, data centers, and network infrastructure. \n \nFree cash flow was $12.4 billion. We ended the quarter with $81.2 billion in cash and marketable \nsecurities and $58.7 billion in debt.\n\n5 \n \n \nTurning now to the business performance. There are two primary factors that drive our revenue \nperformance: our ability to deliver engaging experiences for our community, and our effectiveness \nat monetizing that engagement over time. \n \nOn the first, we’re continuing to see significant gains from our content recommendation \ninitiatives. \n \nOn Instagram, the ranking improvements that we made in Q1 drove a 10% lift in Reels time spent. \n \nOn Facebook, total video time increased more than 8% globally in Q1, the largest quarter-over-\nquarter gain in four years. Within the US & Canada, ranking improvements we made drove a 9% \nincrease in video watch time on Facebook in Q1. \n \nThese gains are benefiting from advances we’re making across the full stack. \n \nStarting with data, we doubled the length of user interaction sequences we use for training on \nInstagram in Q1 and increased the richness of how each user interaction is described, enabling our \nsystems to develop a deeper understanding of user interests. \n \nWithin our models, we’ve significantly increased the speed with which our ranking models index \nnew posts, which is enabling us to recommend them sooner after they are published. We’re also \napplying more advanced content understanding techniques, which is enabling us to quickly \nidentify posts that may be interesting to someone, even if they haven’t engaged with a lot of \nsimilar content. These and other improvements have enabled us to increase the diversity and \nrecency of recommended content, with same-day posts now representing more than 30% of \nrecommended Reels on both Instagram and Facebook, more than double the levels one year ago. \n \nWe’re also using AI to unlock more inventory by auto-translating and dubbing videos into a \nviewer’s local language, enabling us to recommend a more diverse set of content. Over half a \nbillion users on each of Facebook and Instagram are now watching AI-translated videos weekly. \n \nLooking forward, we’re making several investments we expect will deliver more valuable \nrecommendations. \n \nThis year, we will continue scaling up our models in several dimensions, including their size and \ncomplexity, while incorporating LLMs to deepen content understanding across our platform. This \nwill enable us to better match people to a wider variety of content aligned to their interests. \n \nAt the same time, we are executing on our longer-term efforts to develop the next generation of \nour recommendation systems. This includes building foundation models that power organic \ncontent and ads recommendations, as well as developing LLM-based recommender systems. Our \nfocus this year is validating the model architectures and techniques in these domains before we \nscale them out in future years. \n \nAside from our recommendations work, we are focused on deploying the models from Meta \nSuperintelligence Labs to enable a new set of product experiences. \n \nWe’re seeing encouraging results within Meta AI since we began powering responses with the first \nmodel from MSL, Muse Spark. In tests we ran leading up to the launch, we saw meaningful\n\n6 \n \nengagement gains that accelerated week-over-week with each new iteration of the model. We’re \nseeing similar gains within Meta AI following the broad roll out of our new model, with double-digit \npercent increases in Meta AI sessions per user. Muse Spark is now powering Meta AI in direct chat \nthreads across our Family of Apps, as well as the standalone Meta AI app and website, giving \nbillions of people globally access to our latest model. \n \nOverall, we’re very encouraged by the momentum within our research and product roadmap and \nlook forward to sharing more detail on what we’re building over the course of this year. \n \nTurning to the second driver of our revenue performance: increasing monetization efficiency. \n \nThe first part of this work is optimizing the level of ads within organic engagement. \n \nHere, we continue to enhance our systems to show ads at the optimal time and location. In Q1, we \nalso expanded availability of ads on our newer surfaces, including bringing ads on Threads to \npeople in more markets. On WhatsApp, we are making good progress with the roll out of ads in \nStatus, with hundreds of millions of people now viewing them daily. \n \nMoving to the second part of increasing monetization efficiency: improving performance for the \nbusinesses who use our services. To do so, we’re deploying AI more deeply across each layer of \nour systems and tools. \n \nWithin our ads systems, we’re delivering performance gains as we deploy more complex and \npredictive models. \n \nIn Q1, enhancements we made to Lattice’s modeling and learning techniques, along with advances \nin our GEM model architecture, drove a more than 6% increase in conversion rate for landing page \nview ads. \n \nIn addition, we’ve been investing in more performant inference models for when we’re serving ads. \nIn the second half of last year, we began rolling out our new Adaptive Ranking Model, which is an \nLLM-scale ads recommender model that we use for inference. This model improves our inference \nROI by routing requests to more compute intensive inference models when it determines there is \na higher probability of conversion. In Q1, we expanded coverage of our Adaptive Ranking model to \nsupport offsite conversions, which drove a 1.6% increase in conversion rates across the major \nsurfaces on Facebook and Instagram. \n \nWe’re also leveraging AI to make it easier for businesses to manage their campaigns, develop ad \ncreative, and engage with customers. \n \nThe Meta AI business assistant has now been fully rolled out to all eligible advertisers on \nsupported Meta buying surfaces, providing personalized recommendations to advertisers, \nresolving account issues, and surfacing campaign insights to help optimize results. Performance \nhas been strong since we began testing the assistant in Q4, with common account issues being \nresolved at a 20% higher rate. \n \nThis week, we’re also introducing Meta ads AI connectors in open beta, providing advertisers the \nability to connect their Meta ad account directly to an AI agent. We've always supported \nadvertisers both on our platform and through tools like the Marketing API — now we're extending\n\n7 \n \nthat to AI so businesses and agencies can analyze and optimize campaigns with the tools they’re \nalready using. \n \nUsage of our ad creative tools is also scaling, with more than 8 million advertisers using at least \none of our gen AI ad creative tools and particularly strong adoption among small and medium-\nsized advertisers. These tools are benefiting performance as well, with advertisers using our video \ngeneration feature seeing more than 3% higher conversion rates in tests. \n \nWe’re also seeing good traction in using AI to facilitate customer engagement. In Q1, we expanded \nBusiness AIs on WhatsApp to SMBs across Latin America and Indonesia, as well as on Messenger \nin Asia-Pacific. We now have more than 10 million conversations each week being facilitated \nthrough Business AIs, up from 1 million at the start of the year. We’ll further expand access to \nmore countries this quarter while adding more capabilities to the AIs. \n \nWe also continue to invest in the Value Optimization suite, which helps advertisers maximize their \nReturn on Ad Spend by prioritizing the highest-value conversions rather than optimizing solely for \nthe most conversions at the lowest cost. Adoption by businesses has been strong following \nperformance improvements we’ve made over the past year, with the annual revenue run-rate of \nour value optimization suite now over $20B, more than doubling year-over-year. \n \nLast, I want to touch on our commerce efforts. \n \nPeople discover products on our platforms through ads and organic posts, with brands \nincreasingly turning to creators to promote their products. This is contributing to rapid growth in \nour partnership ads product, with its revenue run-rate more than doubling year-over-year in Q1 to \n$10 billion. \n \nTo support the product discovery and purchasing happening through creators, we’re expanding \nour solutions beyond ads. Last month, we rolled out our affiliate partnerships offering on \nFacebook to more test partners, so creators can tag products from participating retailers on their \nposts and earn a commission when someone makes a purchase. We have also started testing \nsimilar experiences on Instagram. \n \nWe see a real opportunity to help people more easily discover and buy products within our \nservices, particularly as we incorporate AI deeply across our platforms. \n \nNext, I would like to discuss our approach to capital allocation. \n \nCompute is becoming increasingly important as it determines the quality of the services we can \nprovide, including powering more capable models and delivering innovative new products. It is \nalso becoming more critical to how we work at Meta, as we are entering a world where employees \nare managing agents to help them generate new ideas, run experiments, execute tasks, and build \nproducts. \n \nWe are investing aggressively to meet our infrastructure needs and ensure we maximize our \nstrategic flexibility over the coming years. This includes substantially expanding our own data \ncenter footprint and striking deals throughout the supply chain to secure necessary components \nfor future capacity. We are also signing cloud deals that will come online over the course of this \nyear and 2027, allowing us to scale more quickly. These multi-year cloud deals and our\n\n8 \n \ninfrastructure purchase agreements drove a $107 billion step up in our contractual commitments \nthis quarter. \n \nOur investments will support our training needs for future models, and most importantly, provide \nus the inference capacity necessary to deliver personal and business agents to billions of people \naround the world, along with several other AI product experiences we’re developing. \n \nAs we grow our infrastructure spend, we remain committed to operating efficiently, and we \nrecently shared internally that we plan to reduce the size of our employee base in May. We believe \na leaner operating model will allow us to move more quickly while also helping to offset the \nsubstantial investments we’re making. \n \nMoving to our financial outlook. \n \nWe expect second quarter 2026 total revenue to be in the range of $58-61 billion. Our guidance \nassumes foreign currency is an approximately 2% tailwind to year-over-year total revenue growth, \nbased on current exchange rates. \n \nTurning to the expense and capex outlooks. \n \nWe expect full year 2026 total expenses to be in the range of $162-169 billion, unchanged from \nour prior outlook. \n \nWe continue to expect to deliver operating income this year that is above 2025 operating income. \n \nWe anticipate 2026 capital expenditures, including principal payments on finance leases, to be in \nthe range of $125-145 billion, increased from our prior range of $115-135 billion. This reflects our \nexpectations for higher component pricing this year and, to a lesser extent, additional data center \ncosts to support future year capacity. \n \nAbsent any changes to our tax landscape, we expect our tax rate for the remaining quarters of \n2026 to be between 13-16%. \n \nLastly, we continue to monitor active legal and regulatory matters, including headwinds in the EU \nand the US that could significantly impact our business and financial results. For example, we \ncontinue to see scrutiny on youth-related issues and have additional trials scheduled for this year \nin the US, which may ultimately result in a material loss. \n \nIn closing, Q1 was a solid start to the year, with strong execution across our core ads and \nengagement initiatives. We’re also making exciting progress on our AI research and product \nefforts and expect to build on that momentum over the course of this year. \n \nWith that, Krista, let’s open up the call for questions. \n \nOperator: \nThank you. We will now open the lines for a question and answer session. To \nask a question, please press star one on your touch tone phone. To withdraw \nyour question again, press star one. \n \n \nPlease limit yourself to one question. Please pick up your handset before \nasking your question to ensure clarity. If you are streaming today’s call, please\n\n9 \n \nmute your computer speakers. And your first question comes from Brian \nNowak with Morgan Stanley. Please go ahead. \n \nBrian Nowak: \nThanks for taking my question. Mark, I wanted to ask you just about the level of \ninvestment you’re making and sort of the signposts you’re watching to ensure \nyou’re going to generate ROIC on all these investments behind Muse and the \nother products. \n \n \nSo if you could just sort of let us know some of the key factors you’re watching \nover the next 12 to 24 months, whether it’s Meta AI, Muse advances, core \nalgorithm, what are you sort of watching foremost just to make sure that \nyou’re on the right path to generating healthy ROIC on all this CapEx and \ninfrastructure spend? \n \nMark Zuckerberg: That’s a very technical question for basically where -- the things that we’re \nwatching are to make sure that we’re on track building leading models and \nleading products. The formula for our company has always been build \nexperiences that can get to billions of people and focus on monetizing them \nonce you get to scale. \n \n \nThat’s -- we’re seeing a little bit of that here where basically we invest in \nadvance to build leading models, and we convert that into leading products. \nAnd then we think that these are going to be some of the most important \nproducts that get built over the next decade. \n \n \nSo I think just like anything else that we’ve done over time the basic milestones \nthat I look at are around, first, technically, are we delivering the quality to \nenable a great product; then second, when you have the product, how is it \nscaling; and then third, you look at the monetization and then you drive up the \nefficiency of it towards increasing profitability. \n \n \nI don’t -- I mean like I don’t think we have a very precise plan for exactly how \neach product is going to scale month-over-month or anything like that. \n \n \nBut I think we have a sense of the shape of where these things need to be. And \nI think if you look at the usage of these and the quality of the products and the \nquality of the models that are out there and the use that other frontier models \nare getting and the trajectory of that, I’m quite comfortable that, A, the lab that \nwe’re building is on track to be a leading lab in the world. \n \n \nI think Muse Spark was a very high-quality model. It powers Meta AI which I \nthink is now a world-class assistant. \n \n \nWe have an ability to be able to grow that and have a large amount of \nengagement. And over the coming quarters, we’re just going to be tracking \nhow do our next set of training runs go. How do our products scale? How \nexcited are we about the products in the pipeline? Where right now we’re very \nexcited.\n\n10 \n \n \nAnd then we’ll also ramp up monetization over that period of time as well. So I \nthink that those are the set of things that I look at. I think for the kind of \nspecific financial questions, I think Susan can jump in if there’s anything more \nto add. \n \nOperator: \nYour next question comes from the line of Mark Shmulik with Bernstein. Please \ngo ahead. \n \nMark Shmulik: \nYes, thanks for taking the questions. Mark, I guess now that we’ve got Muse \nSpark kind of out there launched, how are you thinking about the team’s focus \nhere kind of divided on to further model training runs and kind of further \nspecialization in that personal intelligence goal versus product launches and \nkind of shipping more product out the door? And Susan, I guess, kind of as a \nfollow-up to Brian’s question, I know it’s too early to discuss 2027 CapEx. \n \n \nBut we’ve had peers mention tonight a potential significant step-up. Any way \nto think about dimensionalizing kind of how we think about some of the returns \nor traction this year and how it might affect the 2027 spend? Thanks. \n \nMark Zuckerberg: I mean I think the roadmap from the team is -- has been pretty consistent. So \nwe have the research team which is focused on scaling increasingly intelligent \nmodels with capabilities for the specific things that we’re focused on which are \nbusiness and personal agents. \n \n \nSo we’re -- we just released our first model, and I talked about in my comments \nhow we’re climbing the scaling ladder towards greater capabilities and scale for \nthe models. That work continues. \n \n \nWe have our next set of more advanced models in training now. And that is -- \nthat work will, I think, just continue. I mean that’s a loop. I don’t think we’re \ngoing to be done with that anytime soon. \n \n \nWe’re going to have teams that are just consistently focused on training more \nintelligent and more capable models in the ways that we want. Then we have \nour product team, and that team is now really unlocked to be able to build \nthings on top of our models because we now have a very strong model. \n \n \nSo before this, we had been prototyping a bunch of things using other different \nmodels, whether it was our previous older models or kind of using the APIs \nfrom other companies. And now we’re unlocked to be able to go build things \nand get them to scale on top of our own models. So I think you will see that \nover some period of time. \n \n \nI tried in my opening remarks to give a bit of a sense of where we’re going, but I \nthink that more of the details of that will become clear over the coming \nmonths. And I think that these are just both loops that we’ll iterate on. We’ll \nkeep on iterating on the intelligence. \n \n \nWe’ll keep on working on building new products and scaling the products. And \nthen as we get to product market fit, we’re also going to increasingly focus on\n\n11 \n \nbuilding the businesses around them and decreasing the costs. And this is kind \nof how we’ve done everything over the last 20 years of running the company, \nand that is basically the plan. \n \nSusan Li: \nMark, on your second question, we aren’t providing a specific outlook for 2027 \nCapEx. And we are, frankly, undergoing a very dynamic planning process \nourselves as we’re working through what our capacity needs will be over the \ncoming years. \n \n \nOur experience so far has been that we have continued to underestimate our \ncompute needs even as we have been ramping capacity significantly as the \nadvances in AI have continued and our teams continue to identify compelling \nnew projects and initiatives. And now too, there are very compelling internal \nuse cases. \n \n \nSo our expectation is that compute will become even more central to the \nbusiness going forward. And it will be critical to determining the quality of the \nmodels we develop, the types of products we can introduce, how productive \nwe can be as an organization. \n \n \nSo we’re going to continue building out our infrastructure with flexibility in \nmind. And if we end up not needing as much as we anticipate, we can choose to \nbring it online more slowly or reduce our spending in future years as we grow \ninto the capacity that we’re building now. \n \nOperator: \nYour next question comes from the line of Eric Sheridan with Goldman Sachs. \nPlease go ahead. \n \nEric Sheridan: \nThanks so much for taking the question. Maybe if I can build out on one of the \ntopics that was discussed in the prepared remarks. But just the opportunity set \nthat sits in front of the company with respect to putting agentic compute in \nfront of both consumers and enterprises. \n \n \nYou’ve long been associated with sort of the consumer landscape. And I am \ncurious about how you’re thinking about extensions of the media engagement \nparts of your business model and the commerce parts of the business model to \nbecome more agentic over time. \n \n \nBut what do you see also as the opportunity set that sits in front of you across \nSMBs and enterprises where historically, you maybe haven’t had as much \nproduct velocity? Thanks so much. \n \nSusan Li: \nThanks, Eric. So I would say in the near term, obviously the sort of biggest \nfocuses are some of the areas that you mentioned around deepening sort of \nengagement, obviously with our existing community and user base, making ad \nexperiences meaningfully more personalized, more engaging, more valuable, \nhelping SMBs find and engage with customers across our platform. \n \n \nThose are some of the, I think, most intuitive and adjacent opportunities to the \nbusiness that we have today. And then, of course, as we are able to build out\n\n12 \n \nmore agentic capabilities, enabling agents to help people be more productive, \nbut also agents for businesses and enabling, frankly, those agents to interact \nwith each other and build what we hope will be a thriving commerce ecosystem \non our platform. \n \n \nSo I would say some of these are a little bit further out, especially in that latter \ncategory of things. Again, the focus is on building personal superintelligence, \nbuilding a consumer agent that can work for you and help you get things done. \nThat right now is a consumer experience that we’re focused on, but we think \nthere will be clear monetization opportunities over time. You can imagine \ncommission structures or a premium offering. And on the business side, we’re \nseeing a large opportunity, of course, around agents and scaling our business \nAI initiatives. \n \n \nI think I mentioned earlier in my remarks that there are over 10 million weekly \nconversations between people and business AIs on our messaging platforms. \nThat’s up from 1 million at the start of the year, and we’re going to continue \nexpanding globally in Q2. And business AIs today are currently free for most \nbusinesses on our messaging apps. \n \n \nBut as we make more progress, we expect that we will also work towards \nestablishing a longer-term monetization model. And we’ll also consider other \nservices that we can offer to businesses in the future, but we don’t have \nanything more to share today. \n \nOperator: \nYour next question comes from the line of Youssef Squali with Truist \nSecurities. Please go ahead. \n \nYoussef Squali: \nGreat, thank you very much for taking the questions. Maybe one for Mark and \none for Susan. Mark, Ray-Ban, Oakley AI glasses continue to perform really well \nfor you guys, but EssilorLuxottica owns and manages a lot more brands. \n \n \nWhat are the gating factors to see the launch of additional glasses under these \nother brands this year? And what would be a successful year for you as you \nlook back at 2026, maybe in terms of units sold? \n \n \nAnd then Susan, on that 10% RIF, how much of that is due to efficiencies for \nmaybe AI implementation versus just the need to stay fit? And as you look at \nyour employee needs over time how do you see that growing maybe relative to \nyour overall top line growth? Thank you very much. \n \nSusan Li: \nI can go ahead and take both of those. I might answer your second question \nfirst. And I’m just trying to make sure I got all of the parts of the question. \n \n \nSo in terms of what the sort of kind of the optimal size of the company, I think, \nover time we don’t really know what the optimal size of the company will be in \nthe future. I think there’s a lot of change right now with AI capabilities \nadvancing rapidly.\n\n13 \n \n \nWe’re very focused on leveraging AI tools to substantially increase our \nproductivity, and we’re seeing that reflected in the accelerating output from \nour engineers. And we’re generally approaching -- we’re approaching this with \na bias toward wanting to use these tools to build even more products and \nservices than we would have before. \n \n \nAt the same time we’re making very significant investments in infrastructure, \nand we are very focused on continuing to operate efficiently. \n \n \nSo I think we will be continuously evaluating how we’re structured just to make \nsure we’re best set up to deliver against our priorities over the coming years. So \nthat is, I think, your second question. The first question was about the AI \nglasses. \n \n \nWe have -- we’re continuing to see strong growth in, obviously the AI glasses \nsales over the course of Q1. Demand for the expanded portfolio lineup has \ngenerally been quite strong, and we’re seeing sales shift now from the prior \ngeneration of Ray-Ban Metas to the latest generation which I think speaks to \nthe value of the improved features like extended battery life and features like \nhigher resolution video capture. \n \n \nSo we’re pretty excited about the progress we’ve made with glasses. We see \nstrong interest now in the Meta Ray-Ban Displays with the Meta Neural Band. \n \n \nSo that’s an encouraging sign that there is consumer appetite for display \nglasses which is kind of the next generation of how this product evolves. And \nyes, so I think this is an area that we will continue to be -- that we continue to \nbe excited about and are investing in. \n \nOperator: \nYour next question comes from the line of Justin Post with Bank of America. \nPlease go ahead. \n \nJustin Post: \nGreat, thanks for taking my question. Mark, it took about 10 months to get \nMuse Spark out. I think it’s a pretty good pace. Just help us understand what \nkind of unlock that is for some of the new products you’re developing? And \nhow is the product cadence going to be over the next nine months on either \nconsumer or business enterprise products built on top of that model? \n \nMark Zuckerberg: I mean the field is moving pretty quickly. So I mean I’m very happy that we’re -- \nI think the lab that has gone the fastest from standing up the lab to having a \nvery kind of widely accepted as strong model. So I think that’s good. \n \n \nI take that as a very significant validation of the effort that the team is working \nwell together, that the infrastructure is working, that the effort is on track. And \nI think that that’s basically the main thing that we’ve learned over the last \nquarter that I would take away is like where and we started what is this pretty \nbig bet, and it’s on track for our plan. \n \n \nIn terms of what exactly the cadence is going to be. It’s tough for me to say \nboth because I don’t really want to share competitively sensitive information\n\n14 \n \nand because I think some of the stuff we are more focused on quality than \nhitting a specific date. \n \n \nI mean on the research side, this is research, right? We are trying novel things. \nYou don’t exactly know when they’re going to land. And on the product side, I \nthink we care a lot about just having -- let me put it this way. \n \n \nThere’s a lot of agents out there, right, that people are building for different \nthings. And there aren’t that many that I would want to give to my mother. And \nI think getting to like that quality bar is something that I care about more than \nhitting a specific week for launching or something like that. \n \n \nSo -- but with that said, I mean we’re in a zone here where the teams don’t \ncheck in with me like once a quarter, like we make meaningful progress day \nover day. I think that’s part of the fun of developing in this world is that people \ncan make very rapid progress. Small groups of people and teams can make very \nrapid progress. \n \n \nSo I think we’re going to see a lot of innovation. The timing of this call is it’s \ngood in some ways because the Muse Spark release, I think, was positive. The \nMeta AI first release, I think, is positive. \n \n \nI think that that shows that we’re on track. I’m trying to kind of paint a picture \nof the very high-level direction that we’re going in, but I think that the picture is \ngoing to come into focus a lot more over the subsequent quarters. \n \nOperator: \nYour next question comes from the line of Ross Sandler with Barclays. Please \ngo ahead. \n \nRoss Sandler: \nYes. Mark, just sort of related to that last answer, but there’s a lot of new \nconsumer applications kind of cropping up everything from like an OpenClaw to \nsomething a little bit more consumer friendly that you would build for your \nmom, like you said, with like Poke or Dreamer which you recently acquired. \n \n \nSo how are these new ideas, I guess, changing your view around the direction \nthat core Meta AI or Dreamer or kind of your overall agentic strategy needs to \ngo? And then the second part of it would be, do you think the lab will stay in \nthis consumer lane? Or do you think you need -- or you want to go down the \nroute that others are going down with code writing and like the recursive self-\nimprovement loop and in that direction kind of in parallel, just thoughts on \nthat? Thank you. \n \nMark Zuckerberg: Yes. So look, on the OpenClaw and other agents, I think that they give you a \nvery exciting glimpse of what types of things should be possible. \n \n \nNow they’re pretty rough systems today. And to set up OpenClaw you need to \nlike install a computer locally and then get into a terminal and configure a bunch \nof things that, again, like there’s -- maybe there’s hundreds of thousands of \npeople or small numbers of millions of people who can do that. But what we’re\n\n15 \n \ntalking about is delivering personal superintelligence for billions of people \naround the world. \n \n \nSo how do you make a version of that experience that is a lot more polished and \ndialed and easy and that has all the infrastructure basically done for people \nalready and that just works. And that’s kind of what we’re focused on, on the \nconsumer side. And I’m really excited about that. \n \n \nI think if you had something like that, that worked quite a bit better than those \nsystems and was easy enough that people could just get then I think you go \nfrom having something that hundreds of thousands or millions of people are \ngoing to use to something that is going to be addressable to billions of people. \nAnd that has been our primary focus from day one of the lab is being able to \ndeliver something like that as a product, and I think it’s just going to be very \nexciting. \n \n \nBy the way, the same thing is true for businesses, right? I mean there’s the \npersonal version of this but there’s also a lot of people’s goals are they want to \ncreate things, right? They want to create websites. They want to create \nproducts. They want to grow their products. \n \n \nThese are all things that good agents are going to be able to help people do \nwhich I think is partially why this is so exciting. And in my opening comments, I \ntalked about how today we can handle a few goals for people, they’re big goals, \nright? We can help people stay connected with people they care about, learn \nabout the world. These are big things that people care about. But they’re not \nthe only things that people care about. \n \n \nAnd one of the things that I would love for our products to be able to do is just \nunderstand people’s goals specifically and then be able to just go work on them \nfor them, and check back in and whenever you have questions that you need \nanswered. So whether those are personal goals or you’re trying to create a \nbusiness or do work. \n \n \nI think that this is like -- this is stuff that I think literally every person in the \nworld is going to want some version of it. And also, I think it is something that \nscales where the more you want to get out of it, I think people are going to also \nbe willing to pay a lot of money to have premium or high compute versions of it. \nSo I think that this is like, it’s a very exciting area. \n \n \nBut I think what you all should be waiting to see is like whether we can build the \nversion that really like just works and how effective we are at converting people \nwho are using our products into being hundreds of millions and then billions of \npeople using this stuff. And then over time how can we effectively convert that \ninto something that’s increasingly profitable by monetizing it and getting the \ncosts down. \n \n \nSo I think that that’s the roadmap of what we need to do. You asked about \nwhether we’re primarily focused on consumers or also recursive self-\nimprovement. I think that we’ve talked about two main goals for the team.\n\n16 \n \n \n \nI mean one is this kind of agents version vision of what we’re doing. The other is \nthat self-improvement is really important because you can’t build a leading AI \nproduct if you don’t have leading models. So -- and you’re not going to have \nleading models in the future if your models can’t improve themselves, right? \n \n \nSo you’re getting to a point where today, the models are still able to learn from \npeople -- and then I think at some point, the models will have to improve \nthemselves. And that’s how the growth is going to -- and improvement in the \nmodels is going to happen. And if you don’t -- if we don’t have an ability to do \nthat, then we or anyone else, I think the companies that don’t do that are not \ngoing to be leading labs, they’re not going to produce leading products. \n \n \nSo I think that is a table stakes thing that we are focused on. Now does that \nmake us a developer tools company? Not necessarily. \n \n \nI mean I’m not against having an API or coding tools or anything like that. But \nit’s not our primary focus. But I actually think people conflate coding with self-\nimprovement more than they should. Coding is one ingredient for the model \nself improving. \n \n \nIt’s not the only thing. And we are focused on all of the parts that are going to \nbe necessary for self-improvement in service of the personal superintelligence \nvision that we have for people and businesses. \n \nOperator: \nYour next question comes from the line of Ron Josey with Citigroup. Please go \nahead. \n \nRonald Josey: \nGreat, thanks for taking my question. Mark, maybe a quick follow-up to a prior \nquestion around personal agents and business agents. And with Spark Muse \nnow live and more models in development, do you look at the personal agent \nopportunity which we talked about earlier on the call more of a short-term, \nmedium-term, long-term goal, I’m sure it’s a never-ending goal, but when we \nsee a product, is the question short or medium term? \n \nAnd then Susan, I think the ranking recommendation model improvements are \nvery impressive to see, given the size and scale of both Instagram and \nFacebook. Could you help us understand just how doubling the length of these \ninteraction sequences can drive greater usage? There’s a thesis out there that \nmaybe some of the rating recommendation improvements are long in the \ntooth. So it seems if there’s a lot more room to go. So any help there would be \nhelpful. Thank you. \n \nMark Zuckerberg: I mean I think that the agents work, there’s going to be short-term versions of \nit, but then I think that there’s going to be massive upside for delivering more \nintelligence and more capabilities in the models. And you’re kind of seeing this \nacross the industry.\n\n17 \n \n \nEach month, each generation of models, they just have more capabilities and \ncan do more things and people absorb it and are able to get more superpowers \nand it’s awesome. It’s like the most exciting time in the industry. \n \n \nSo I think of the agents as the product vehicle for delivering that capability to \npeople. And we certainly -- I think this year is going to be a key period for \nestablishing that as the vehicle for how people are going to use this, but then \nthe model improvement, I think, is going to be something that’s going to go on \nfor a very long time. So there’s a lot to do here in both the short, medium, and \nlong term. \n \nSusan Li: \nAnd then on your second question which I think is about the ranking and \nrecommendations improvements that we talked about in our -- that I talked \nabout in my earlier remarks, I think first of all, there is still a lot of room to \ncontinue improving recommendations over the rest of the year, and we expect \nwe’ll be able to do that to drive additional engagement on both Facebook and \nInstagram. \n \nA couple of the things. First, we’re going to continue to improve our data \ninfrastructure that’s going to allow our models to train on more data. And we’re \nadding more detail to how we describe the content that users have engaged \nwith in the past and scaling up the complexity of our model architecture to take \nadvantage of those larger data sets like using even longer histories of content \ninteractions, and that should all be in service of improving the overall quality of \nrecommendations. \n \n \nWe also are focused on making the recommendations even more personalized \nand more relevant to any given users interest. There’s work we’re doing to \nredesign our content retrieval system to show more content that matches the \nfull range of a user’s interests and to tailor the diversity of the topics we \nrecommend to the broadness of someone’s interests. \n \n \nSo someone with particularly concentrated interests might see relatively more \nof that content while people with a broader set of interests might see kind of a \ngreater range in the topics that we show them. And then finally, we’re \ncontinuing to make improvements to our sort of LLM based tune-your-\nalgorithm features that allow users to provide more granular natural language \nfeedback on what they want to see more of or less of in their feed. \n \n \nSo the sort of the kind of the sequence length which is the thing that you called \nout is one of really many improvements we made in Q1, and there is a big \nroadmap of further improvements going forward. \n \nOperator: \nYour next question comes from the line of Doug Anmuth with JPMorgan. \nPlease go ahead, \n \nDouglas Anmuth: Thanks so much for taking the questions. Mark, how do you think about the \nstep up as you go from leveraging smaller models in the ad business to Muse \nSpark and future large language models going forward, what are some of the \nkey unlocks across engagement and monetization? And then on Manus, can\n\n18 \n \nyou just talk at all about the strategic importance and the role in developing \nagentic products for Meta and then just current status around the tech and the \ndeal. \n \nSusan Li: \nI’ll take that question. On Manus, we’re still working through the details. So we \ndon’t have an update right now. \n \n \nOn your first question which is about going from leveraging smaller models in \nthe ads business to kind of the ads models growing. There’s already some work \nunderway, and I think I alluded to some of this in my earlier remarks, even kind \nof in the current landscape of the ads roadmap, where we’re basically trying to \nadvance the architecture here to allow sort of -- to allow us to leverage the \nabilities of larger models. \n \n \nHistorically, we haven’t used larger model architectures like GEM for inference \nbecause their size and complexity would make them too cost prohibitive. And \nthe way we drive performance from those models is by using them to transfer \nknowledge to smaller, more lightweight models that are used at run time. \n \n \nThe inference models are bound by strict latency requirements since they need \nto find the right ad within milliseconds, and that has, again, historically \nprevented us from meaningfully sizing up -- scaling up their size and \ncomplexity. \n \n \nBut in the second half of last year, we introduced a new adaptive ranking model \nwhich enables us to leverage LLM scale model complexity of a trillion \nparameters, and we made advances in the model architecture and codesign the \nsystem with the underlying silicon, so it maintains the sub-second speed that is \nrequired to serve ads at scale. \n \n \nWe also developed an approach that intelligently routes request more \ncompute-intensive inference models if it determines that there is a higher \nprobability of conversion and that lets us drive both better performance and \nincreased inference ROI. \n \n \nSo there’s a lot of work being done there before we even sort of incorporate \nmore of the LLM work into our underlying ads ranking models. \n \nOperator: \nWe have time for one more question, Ken Gawrelski with Wells Fargo. Your line \nis open. \n \nKenneth Gawrelski: \nThank you very much. Two, if I may. First, if I -- you talked on the Muse \nSpark launch. You’ve talked about two categories or two verticals. You talked \nabout health and wellness and shopping. Can I dive a little bit -- ask you to dive \na little deeper into the latter on the shopping and commerce side? \n \n \nAnd maybe if you could -- were there any learnings in the 2021, ‘22 phase \nwhere you pushed deeper into commerce on Instagram and on Facebook? Any \nlearnings from that period that you might apply? Is there an opportunity for a \nnext-gen marketplace-type business in commerce?\n\n19 \n \n \n \nAnd then the second, please, maybe, Susan, can you talk a little bit about -- \nbased on your model improvements and the content recommendations, where \n-- how much visibility do you think you have to kind of the growth trajectory on \nthe core business? \n \n \nYou continue to grow at basically double the pace of the industry despite being \na very large share of the industry. Could you just talk about a little bit about \nyour visibility into that continued performance? Thank you. \n \nMark Zuckerberg: Yes. So I might give you a somewhat loftier answer to the question. You’re \nasking about shopping. \n \n \nI think it’s sort of an interesting example of the way in which the work that \nwe’re doing is different than what I think others are doing out there. These \nproducts, they -- AI agents get better when you fully optimize the stack. \n \n \nThat’s why we believe that we need to be a company that builds frontier \nmodels in addition to building the agents. And then in order to do that, you, of \ncourse, need to build your infrastructure in order to be able to do that well. \n \n \nSo we’re undertaking this large investment to be able to do that top to bottom. \nAnd I think a lot of the way to think about the investment that we’re making is a \nbet that the individual things that people care about and that people are going \nto be more important in the future. And that’s sort of like -- and I think it should \nbe a pretty obvious thing to say. \n \n \nBut I think so much of the rhetoric around AI in the industry is around like a \ncompany trying to build some kind of centralized thing that like does all the \nproductive work in society in some way or something like that. And that just is \nvery different from how we see the world. \n \n \nLike our vision for the future is one where society makes progress by \nindividuals pursuing their own aspirations. And some people care about big \ngrand things like curing diseases. And a lot of people care about personal things \nlike finding the right shirt for my daughter. And I just think that we want to -- \nwe’re going to build things that help deliver this vision for personal agents for \npeople. \n \n \nAnd I think that part of the lane and what is interesting and differentiated about \nwhat we’re doing is that that’s just so different from how I hear everyone else \ntalking about the work that we’re doing. So even though I think some of these \nideas, they seem like they should be so obvious. \n \n \nI actually think that our approach of trying to empower individuals and building \nconsumer things is just in the details extremely different from what others are \ndoing. And shopping might be one kind of specific example that I think is going \nto have interest in commercial implications. And I think people -- consumers \nare going to like it.\n\n20 \n \n \nBut I don’t hear any other labs out there talking about how they’re building an \nAI that’s really good at shopping. And I think that the reason for that is like not \nbecause shopping is the most important thing by itself, but because like \nempowering people to do the things that matter in their lives, whether that’s \nlocal or understanding social context, or shopping or personal health things or \nunderstanding what’s going on around them visually which is going to be really \nimportant on the glasses. These are all elements of the personal super \nintelligence vision. \n \n \nI think like a lot of this, and when you’re thinking about kind of the investment \nin Meta over time I think you should think about it as coming down to these set \nof values around what do we want AI to do in society. And if what you want it \nto do is empower individuals and build a world where the AI is in service to \nindividual’s goals, then that is what we are going to build, and I think it’s going \nto be incredibly valuable. \n \nSusan Li: \nGosh, I almost wish we could end on that answer, but I will answer the second \nquestion which I think kind of has two versions. \n \n \nOne is a version of like what’s the revenue outlook? And obviously we gave the \nQ2 guide which embeds, I think, both a range of kind of macro outcomes, but \nalso the work that we’ve -- the ongoing work that we have to continue \nimproving both the sort of usage and engagement on our family of apps and \nthen our ability to continue making the ads better and more performant. \n \n \nI think the second question is maybe more of a -- the second version of that \nquestion is more of a higher-level question about kind of the overall trajectory \nof the roadmap here. And one of the things I will say, having been working on \nthis for a very long time I’m always really impressed by the team’s ability to \ncontinue to advance the state of the art here. And our planning process now is, \nI think, really fine-tuned around this. \n \n \nSo I’ve mentioned on a couple of calls, the budgeting process in which we run a \nvery sort of ROI-based process to make sure that we are funding all of the ads \ninitiatives that we think will drive growth in future years. And that’s something \nthat is both quite dialed in. \n \n \nAnd I think that our ability to measure the impact of that has been pretty \nrobust, and it’s been a very important driver of our ads revenue growth, and \nthat continues to be a process that again, we ran in this past budget and -- as \nfar as we can -- as we have line of sight, we feel good about the investment \nopportunities ahead of us. \n \nKenneth Dorell: \nGreat. Thank you everyone, for joining us today. We look forward to speaking \nwith you again soon. \n \nOperator: \nThis concludes today’s conference call. Thank you for joining. And you may now \ndisconnect.", - "path": "Meta Q1 2026 Earnings Call Transcript.pdf/Root/Susan Li, CFO", - "metadata": { - "length": 52305, - "summary": "This section covers the financial results for Meta's first quarter. It details segment performance, including a 33% year-over-year increase in Family of Apps revenue to $55.9 billion and a slight decline in Reality Labs revenue to $402 million. Consolidated results show total revenue of $56.3 billion and net income of $26.8 billion. The CFO also discusses business performance drivers like content recommendations and monetization efficiency, highlighting growth on Instagram Reels and Facebook video time, as well as advancements in AI-powered ad tools and commerce initiatives.", - "page_nums": [ - 3, - 4, - 5, - 6, - 7, - 8, - 9, - 10, - 11, - 12, - 13, - 14, - 15, - 16, - 17, - 18, - 19, - 20 - ], - "keywords": [ - "Susan Li", - "Mark", - "Meta", - "Family of Apps", - "WhatsApp", - "Reality Labs", - "Instagram", - "Facebook", - "Threads", - "Messenger", - "Lattice", - "GEM", - "Meta Superintelligence Labs", - "MSL", - "Muse Spark" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - 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83, - "summary": "This section is the title slide for Meta's Q1 2026 Earnings Presentation, indicating the start of a financial report for that quarter.", - "page_nums": [ - 1 - ], - "keywords": [ - "Meta" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_b0179638-6299-5f41-86f8-b2fdeaa14b14", - "type": "page", - "content": "$15,451\n$16,593\n$17,389\n$20,982\n$18,259\n$20,045\n$21,331\n$25,643\n$23,667\n$8,327\n$9,135\n$9,358\n$11,154\n$9,527\n$11,366\n$12,072\n$14,198\n$13,296\n$7,338\n$7,721\n$8,050\n$9,012\n$8,224\n$9,148\n$10,020\n$10,893\n$10,631\n$4,519\n$4,880\n$5,088\n$5,635\n$5,382\n$6,004\n$6,659\n$7,403\n$7,430\nQ1'24\nQ2'24\nQ3'24\nQ4'24\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nAdvertising Revenue by User Geography\nIn Millions\nOur revenue by user 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This allocation differs from our revenue disaggregated by \ngeography disclosure in our condensed consolidated financial statements where revenue is geographically apportioned based on the addresses of our customers.\n2\nRest of World\nAsia-Pacific\nEurope\nUS & Canada\n$35,635\n$38,329\n$55,024\n$39,885\n$46,783\n$41,392\n$46,563\n$50,082\n$58,137", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Advertising Revenue by User Geography", - "metadata": { - "length": 881, - "summary": "The page displays a stacked bar chart titled 'Advertising Revenue by User Geography' from Meta, showing revenue in millions across nine quarters from Q1'24 to Q1'26. The data is segmented into four geographic regions: US & Canada, Europe, Asia-Pacific, and Rest of World. 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This allocation differs from our revenue disaggregated by \ngeography disclosure in our condensed consolidated financial statements where revenue is geographically apportioned based on the addresses of our customers.\n3\nRest of World\nAsia-Pacific\nEurope\nUS & Canada\n$48,385\n$36,455\n$40,589\n$39,071\n$42,314\n$56,311\n$47,516\n$51,242\n$59,893", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Revenue by User Geography", - "metadata": { - "length": 870, - "summary": "The page displays a stacked bar chart titled 'Revenue by User Geography' from Meta, showing financial data in millions. The chart covers nine quarters from Q1'24 to Q1'26 and breaks down total revenue into four geographic segments: US & Canada, Europe, Asia-Pacific, and Rest of World. 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RL includes our virtual and augmented reality \nrelated consumer hardware, software, and content.\nQ1’24\nQ2’24\nQ3’24\nQ4’24\nQ1’25\nQ2’25\nQ3’25\nQ4’25\nQ1’26\nAdvertising\n$ \n35,635 $ \n38,329 $ \n39,885 $ \n46,783 $ \n41,392 $ \n46,563 $ \n50,082 $ \n58,137 $ \n55,024 \nOther\n \n380 \n389 \n434 \n519 \n510 \n583 \n690 \n801 \n885 \nFamily of Apps \nRevenue\n \n36,015 \n38,718 \n40,319 \n47,302 \n41,902 \n47,146 \n50,772 \n58,938 \n55,909 \nReality Labs Revenue\n \n440 \n353 \n270 \n1,083 \n412 \n370 \n470 \n955 \n402 \nTotal Revenue\n$ \n36,455 $ \n39,071 $ \n40,589 $ \n48,385 $ \n42,314 $ \n47,516 $ \n51,242 $ \n59,893 $ \n56,311 \nFamily of Apps \nOperating Income\n$ \n17,664 $ \n19,335 $ \n21,778 $ \n28,332 $ \n21,765 $ \n24,971 $ \n24,967 $ \n30,766 $ \n26,900 \nReality Labs \nOperating (Loss)\n \n(3,846) \n(4,488) \n(4,428) \n(4,967) \n(4,210) \n(4,530) \n(4,432) \n(6,021) \n(4,028) \nTotal Income from \nOperations\n$ \n13,818 $ \n14,847 $ \n17,350 $ \n23,365 $ \n17,555 $ \n20,441 $ \n20,535 $ \n24,745 $ \n22,872 \nOperating Margin\n 38 % \n 38 % \n 43 % \n 48 % \n 41 % \n 43 % \n 40 % \n 41 % \n 41 % \n4", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Segment Results", - "metadata": { - "length": 1286, - "summary": "This page displays Meta's financial Segment Results in a table format, covering quarterly data from Q1'24 through Q1'26. 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Excluding this one-time tax \ncharge, our third quarter 2025 effective tax rate would have decreased by 73 percentage points to 14%, compared to the reported effective tax rate of 87%.\n(2) Provision (benefit) for income taxes includes an income tax benefit of $8.03 billion in the first quarter of 2026 related to the U.S. Corporate Alternative Minimum Tax transitional relief under Treasury Notice 2026-7. Excluding this tax \nbenefit, the effective tax rate would have been 14%.\n(1)\n(2)", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Effective Tax Rate", - "metadata": { - "length": 1127, - "summary": "This page displays a financial table titled 'Effective Tax Rate' for Meta, covering quarterly data from Q1 2024 through Q1 2026. The table presents three key metrics: 'Income before income taxes', 'Provision (benefit) for income taxes', and the resulting 'Effective Tax Rate'. Notable figures include an effective tax rate of 87% in Q3 2025 and a negative rate of (23)% in Q1 2026. 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Excluding this one-time tax charge, our \nthird quarter 2025 net income would have increased by $15.93 billion to $18.64 billion, compared to the reported net income of $2.71 billion.\n(2) Includes an income tax benefit of $8.03 billion in the first quarter of 2026 related to the U.S. Corporate Alternative Minimum Tax transitional relief under Treasury Notice 2026-7. Excluding this tax benefit, net income would have been \n$18.74 billion, lower by $8.03 billion, compared to the reported net income of $26.77 billion.\n(1)\n(2)", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Net Income", - "metadata": { - "length": 880, - "summary": "The page displays a bar chart titled 'Net Income' for Meta, showing financial data in millions of dollars across nine quarters from Q1 2024 to Q1 2026. The chart highlights significant fluctuations, including a sharp dip in Q3 2025 and a peak in Q1 2026. Footnotes explain that the Q3 2025 low was due to a one-time tax charge related to the 'One Big Beautiful Bill Act', while the Q1 2026 high included a tax benefit under Treasury Notice 2026-7.", - "page_nums": [ - 7 - ], - "keywords": [ - "Meta", - "One Big Beautiful Bill Act", - "Treasury Notice 2026-7" - ], - "connect_to": [ - { - "target": "asset_0346f6d2-60f0-57fb-8e3f-e596d51864d8", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_9da756bc-2095-5cc6-8056-f51589c31410", - "type": "page", - "content": "Q1'24\nQ2'24\nQ3'24\nQ4'24\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nDiluted Earnings Per Share\n$4.71\n$10.44\n$8.02\n$6.03\n$5.16\n$8.88\n$1.05\n$7.14\n$6.43\n8\n(1) Net income includes a one-time, non-cash income tax charge to provision for income taxes of $15.93 billion accrued in the third quarter of 2025, related to the implementation of the One Big Beautiful Bill Act. Excluding this one-time tax \ncharge, our third quarter 2025 diluted earnings per share would have increased by $6.20 to $7.25 compared to the reported diluted EPS of $1.05.\n(2) Net income includes an income tax benefit of $8.03 billion in the first quarter of 2026 related to the U.S. Corporate Alternative Minimum Tax transitional relief under Treasury Notice 2026-7. Excluding this tax benefit, diluted EPS would \nhave been $7.31, lower by $3.13, compared to the reported diluted EPS of $10.44.\n(1)\n(2)", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Diluted Earnings Per Share", - "metadata": { - "length": 856, - "summary": "The page displays a bar chart titled 'Diluted Earnings Per Share' for Meta, covering the period from Q1 2024 to Q1 2026. The chart illustrates quarterly earnings per share (EPS), showing values ranging from $1.05 in Q3 2025 to a high of $10.44 in Q1 2026. Footnotes explain that the Q3 2025 figure includes a one-time tax charge related to the 'One Big Beautiful Bill Act', while the Q1 2026 figure includes a tax benefit under Treasury Notice 2026-7.", - "page_nums": [ - 8 - ], - "keywords": [ - "Meta", - "One Big Beautiful Bill Act" - ], - "connect_to": [ - { - "target": "asset_b82f85f6-53cd-58c8-9165-0d657bc90ee1", - "relation": "embeds", - "ref": "[images/image_page_8_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_def33fc9-2bbf-5913-a9ba-0c4b15d4e3f0", - "type": "page", - "content": "Q1'25\nQ1'26\n2024\n2025\nCapital Expenditures\n In Millions\n9\nQuarterly\nAnnual\nCapital expenditures for periods presented were related to purchases of property and equipment and principal payments on finance leases.\n$72,215\n$39,225\n$19,840\n$13,692", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Capital Expenditures", - "metadata": { - "length": 243, - "summary": "The page displays a bar chart titled 'Capital Expenditures' for the company Meta, with values presented in millions. The chart compares quarterly expenditures for Q1'25 ($13,692) and Q1'26 ($19,840) against annual projections for 2024 ($39,225) and 2025 ($72,215). A footnote clarifies that these figures relate to purchases of property, equipment, and principal payments on finance leases.", - "page_nums": [ - 9 - ], - "keywords": [ - "Meta" - ], - "connect_to": [ - { - "target": "asset_469cfe88-9ff5-5224-bd32-3c38cae66234", - "relation": "embeds", - "ref": "[images/image_page_9_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_f79bbf4a-457d-5547-9cd7-566cb4a33c44", - "type": "page", - "content": "Q1'24\nQ2'24\nQ3'24\nQ4'24\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nFamily Daily Active People (DAP)\n In Billions\n10\nWe define a daily active person (DAP) as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp (collectively, our \"Family\" of products) who visited at least one of these Family products through a mobile device \napplication or using a web or mobile browser on a given day. The numbers for DAP do not include users on our other products unless they would otherwise qualify as DAP based on their other activities on our Family products. \nWe do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of \nDAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual \nproduct and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on \ninternal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. For additional information, see \"Limitations of Key Metrics and Other Data\" located in \nthe Appendix of this presentation.\n3.24\n3.56\n3.58\n3.48\n3.29\n3.43\n3.35\n3.27\n3.54\n(1) The slight quarter-over-quarter decline in DAP in the first quarter of 2026 was driven by internet disruptions in Iran, as well as a restriction on access to WhatsApp in Russia.\n(1)", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Family Daily Active People (DAP)", - "metadata": { - "length": 1785, - "summary": "The page displays a bar chart titled 'Family Daily Active People (DAP)' showing data in billions from Q1'24 to Q1'26. The chart illustrates a steady growth trend, peaking at 3.58 billion in Q4'25 before a slight decline to 3.56 billion in Q1'26. Footnotes explain that the Q1'26 decline was due to internet disruptions in Iran and restrictions on WhatsApp in Russia. Additional text defines DAP as users of Facebook, Instagram, Messenger, or WhatsApp and details the methodology for counting unique individuals across these platforms.", - "page_nums": [ - 10 - ], - "keywords": [ - "Meta", - "Facebook", - "Instagram", - "Messenger", - "WhatsApp", - "Iran", - "Russia" - ], - "connect_to": [ - { - "target": "asset_14d5ea78-2aff-5ee0-83f5-37c83b9c3868", - "relation": "embeds", - "ref": "[images/image_page_10_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_0c22df39-6060-5d24-b036-b9c01b608221", - "type": "page", - "content": "Q1'24\nQ2'24\nQ3'24\nQ4'24\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nFamily Average Revenue per Person (ARPP)\n11\nWe define average revenue per person (ARPP) as our FoA revenue during a given quarter, divided by the average of the number of DAP at the beginning and end of the quarter. \n$15.66\n$14.46\n$16.56\n$13.65\n$12.36\n$14.25\n$12.29\n$11.89\n$11.20", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Family Average Revenue per Person (ARPP)", - "metadata": { - "length": 333, - "summary": "The page displays a bar chart titled 'Family Average Revenue per Person (ARPP)' from Meta, illustrating revenue trends across nine quarters from Q1'24 to Q1'26. The chart shows fluctuating values, with the highest point at $16.56 in Q4'25 and the lowest at $11.20 in Q1'24. A footnote defines ARPP as FoA revenue divided by the average number of DAP during a quarter.", - "page_nums": [ - 11 - ], - "keywords": [ - "Meta" - ], - "connect_to": [ - { - "target": "asset_6b0b7b08-5526-5214-8df7-0b4560f25031", - "relation": "embeds", - "ref": "[images/image_page_11_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_09367be6-f08b-5588-a3c9-b0df4f72d494", - "type": "page", - "content": "Q1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nAd Impressions Delivered YoY Percentage Change\n12\nWorldwide\nOur ad impressions growth by user geography is geographically apportioned based on our estimation of the geographic location of our users when an ad impression is delivered.\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nUS & Canada\nEurope\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nRest of World\nAsia-Pacific\n17%\n5%\n13%\n13%\n19%\n18%\n14%\n11%\n9%\n8%\n4%\n17%\n13%\n9%\n6%\n5%\n7%\n1%\n24%\n23%\n16%\n9%\n23%\n14%\n9%", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Ad Impressions Delivered YoY Percentage Change", - "metadata": { - "length": 518, - "summary": "This page displays a series of bar charts titled 'Ad Impressions Delivered YoY Percentage Change' from Meta. The data is segmented by five geographic regions: Worldwide, US & Canada, Europe, Asia-Pacific, and Rest of World. Each chart illustrates the year-over-year percentage growth in ad impressions across five quarters, ranging from Q1'25 to Q1'26.", - "page_nums": [ - 12 - ], - "keywords": [ - "Meta", - "Worldwide", - "US & Canada", - "Europe", - "Asia-Pacific", - "Rest of World" - ], - "connect_to": [ - { - "target": "asset_906de203-2dac-5d48-a922-8aa317d96c25", - "relation": "embeds", - "ref": "[images/image_page_12_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_6000e002-acce-5ff9-8b33-73e72a413067", - "type": "page", - "content": "Q1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nAverage Price Per Ad YoY Percentage Change\n13\nWorldwide\nOur average price per ad growth by user geography is geographically apportioned based on our estimation of the geographic location of our users when an ad impression is delivered.\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nUS & Canada\nEurope\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nQ1'25\nQ2'25\nQ3'25\nQ4'25\nQ1'26\nRest of World\nAsia-Pacific\n18%\n10%\n14%\n9%\n12%\n6%\n10%\n9%\n11%\n13%\n14%\n19%\n12%\n19%\n17%\n9%\n15%\n17%\n(2)%\n1%\n2%\n3%\n5%\n15%\n20%", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Average Price Per Ad YoY Percentage Change", - "metadata": { - "length": 524, - "summary": "The page displays five bar charts illustrating the Year-over-Year (YoY) Percentage Change in Average Price Per Ad for Meta across different geographic regions: Worldwide, US & Canada, Europe, Asia-Pacific, and Rest of World. The data covers quarterly periods from Q1'25 through Q1'26. Standout values include a 20% increase in the Rest of World region during Q3'25 and a negative growth of (2)% in the Asia-Pacific region during Q4'25.", - "page_nums": [ - 13 - ], - "keywords": [ - "Meta", - "Worldwide", - "US & Canada", - "Europe", - "Asia-Pacific", - "Rest of World" - ], - "connect_to": [ - { - "target": "asset_cce4e0b4-509f-5807-8f77-c8be299100f7", - "relation": "embeds", - "ref": "[images/image_page_13_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_7d30d6ab-2792-584d-b65b-32d675e83840", - "type": "page", - "content": "Appendix", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Appendix", - "metadata": { - "length": 8, - "summary": "This page serves as a section header for an appendix, indicated by the large text 'Appendix' on the left side. The bottom right corner features the logo of the organization Meta.", - "page_nums": [ - 14 - ], - "keywords": [ - "Meta" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_d771e3e5-35f5-550e-b8ed-696d22a553ed", - "type": "page", - "content": "Free Cash Flow Reconciliation\n In Millions\nQ1’24\nQ2’24\nQ3’24\nQ4’24\nQ1’25\nQ2’25\nQ3’25\nQ4’25\nQ1’26\nNet cash provided by \noperating activities\n$ \n19,246 $ \n19,370 $ \n24,724 $ \n27,988 $ \n24,026 $ \n25,561 $ \n29,999 $ \n36,214 $ \n32,226 \nLess: Purchases of \nproperty and equipment\n \n6,400 \n8,173 \n8,258 \n14,425 \n12,941 \n16,538 \n18,829 \n21,383 \n18,997 \nLess: Principal payments \non finance leases\n \n315 \n299 \n944 \n411 \n751 \n474 \n545 \n754 \n843 \nFree Cash Flow\n$ \n12,531 $ \n10,898 $ \n15,522 $ \n13,152 $ \n10,334 $ \n8,549 $ \n10,625 $ \n14,077 $ \n12,386 \n15\nFree cash flow (FCF) is a non-GAAP financial measure that has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by \noperating activities. FCF is not intended to represent our residual cash flow available for discretionary expenses. Some of the limitations of FCF are: (i) FCF does not reflect our future contractual commitments, and (ii) other companies in \nour industry present similarly titled measures differently than we do, limiting their usefulness as comparative measures.", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Appendix/Free Cash Flow Reconciliation", - "metadata": { - "length": 1160, - "summary": "The page displays a financial table titled 'Free Cash Flow Reconciliation' for Meta, with values presented in millions. The table details the calculation of Free Cash Flow (FCF) by starting with net cash provided by operating activities and subtracting purchases of property and equipment as well as principal payments on finance leases. It covers quarterly data from Q1'24 through Q1'26, showing a trend where FCF fluctuates between approximately $8.5 billion and $15.5 billion over the period.", - "page_nums": [ - 15 - ], - "keywords": [ - "Meta" - ], - "connect_to": [ - { - "target": "asset_69674304-50f1-52d3-bc9e-04755512ffdc", - "relation": "embeds", - "ref": "[tables/table_page_15_1.html]" - } - ], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_62cd8e30-9347-510f-a752-1b90a3bee362", - "type": "page", - "content": "Limitations of Key Metrics and Other Data \n16\nFamily Metrics\nThe numbers for our key metrics are calculated using internal company data based on the activity of user accounts. We report our estimates of the numbers of our daily active people (DAP) and \naverage revenue per person (ARPP) (collectively, our \"Family metrics\") based on the activity of users who visited at least one of Facebook, Instagram, Messenger, and WhatsApp (collectively, our \n\"Family\" of products) during the applicable period of measurement. \nWhile these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring usage of our \nproducts across large online and mobile populations around the world. The methodologies used to measure these metrics require significant judgment and are also susceptible to algorithm or other \ntechnical errors. In addition, we are continually seeking to improve our estimates of our user base, and such estimates may change due to improvements or changes in our methodology. We regularly \nreview our processes for calculating these metrics, and from time to time we discover inaccuracies in our metrics or make adjustments to improve their accuracy, which can result in adjustments to \nour historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. We \ngenerally do not intend to update previously disclosed Family metrics for any such inaccuracies or adjustments that are within the error margins disclosed below.\nIn addition, our Family metrics estimates will differ from estimates published by third parties due to differences in methodology or other factors such as data limitations or other challenges in \nmeasuring large online and mobile populations. For example, our methodologies include measurements of our user base that have in some instances exceeded estimates of addressable online and \nmobile populations that are based on data published by third parties.\nMany people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual product. Accordingly, for our Family metrics, \nwe do not seek to count the total number of user accounts across our products because we believe that would not reflect the actual size of our community. Rather, our Family metrics represent our \nestimates of the number of unique people using at least one of Facebook, Instagram, Messenger, and WhatsApp. We do not require people to use a common identifier or link their accounts to use \nmultiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. To calculate these metrics, we rely upon complex \ntechniques, algorithms and machine learning models that seek to count the individual people behind user accounts, including by matching multiple user accounts within an individual product and \nacross multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. These techniques and models require significant judgment, are \nsubject to data and other limitations discussed below, and inherently are subject to statistical variances and uncertainties. We estimate the potential error in our Family metrics primarily based on user \nsurvey data as described further below, which itself is subject to error as well. While we expect the error margin for our Family metrics to vary from period to period, we estimate that such margin \ngenerally will be approximately 3% of our worldwide DAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the \nactual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. As a result, it is also possible that our Family metrics \nmay indicate changes or trends in user numbers that do not match actual changes or trends.", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Appendix/Limitations of Key Metrics and Other Data/Family Metrics", - "metadata": { - "length": 4180, - "summary": "This page, titled 'Limitations of Key Metrics and Other Data' from Meta, details the methodology and inherent challenges in calculating 'Family metrics,' which include Daily Active People (DAP) and Average Revenue Per Person (ARPP). It explains that these figures are estimates based on internal data for users across Facebook, Instagram, Messenger, and WhatsApp. The text highlights that due to complex attribution techniques and statistical variances, there is an estimated error margin of approximately 3% for worldwide DAP.", - "page_nums": [ - 16 - ], - "keywords": [ - "Meta", - "Facebook", - "Instagram", - "Messenger", - "WhatsApp" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 3816, - "height": 2160 - } - ] - } - }, - { - "chunk_id": "node_113e97aa-f4d3-566c-9334-09481d6c126c", - "type": "page", - "content": "Limitations of Key Metrics and Other Data \n17\nTo calculate our estimates of DAP, we currently use a series of machine learning models that are developed based on internal reviews of limited samples of user accounts and calibrated against user \nsurvey data. We apply significant judgment in designing these models and calculating these estimates. For example, to match user accounts within individual products and across multiple products, \nwe use data signals such as similar device information, IP addresses, and user names. We also calibrate our models against data from periodic user surveys of varying sizes and frequency across our \nproducts, which survey questions are based on monthly usage, and which are inherently subject to error. The timing and results of such user surveys have in the past contributed, and may in the \nfuture contribute, to changes in our reported Family metrics from period to period. In addition, our data limitations may affect our understanding of certain details of our business and increase the \nrisk of error for our Family metrics estimates. Our techniques and models rely on a variety of data signals from different products, and we rely on more limited data signals for some products \ncompared to others. For example, as a result of limited visibility into encrypted products, we have fewer data signals from WhatsApp user accounts and primarily rely on phone numbers and device \ninformation to match WhatsApp user accounts with accounts on our other products. Any loss of access to data signals we use in our process for calculating Family metrics, whether as a result of our \nown product decisions, actions by third-party browser or mobile platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our reported Family \nmetrics, as well as our ability to report these metrics at all. Our estimates of Family metrics also may change as our methodologies evolve, including through the application of new data signals or \ntechnologies, product changes, or other improvements in our user surveys, algorithms, or machine learning that may improve our ability to match accounts within and across our products or \notherwise evaluate the broad population of our users. In addition, such evolution may allow us to identify previously undetected violating accounts (as defined below).\nWe regularly evaluate our Family metrics to estimate the percentage of our DAP consisting solely of \"violating\" accounts. We define \"violating\" accounts as accounts which we believe are intended to \nbe used for purposes that violate our terms of service, including bots and spam. Our violating accounts estimation is based on an internal review of a limited sample of accounts, and we apply \nsignificant judgment in making this determination. For example, we look for account information and behaviors associated with Facebook and Instagram accounts that appear to be inauthentic to \nthe reviewers, but we have less visibility into WhatsApp user activity due to encryption. In addition, if we believe an individual person has one or more violating accounts, we do not include such \nperson in our violating accounts estimation as long as we believe they have one active account that does not constitute a violating account. In the fourth quarter of 2025, we made certain updates to \nthe methodology we use for this estimation, including to incorporate updated data signals as a result of improvements in our ability to identify activity we believe to be violating our policies, as well \nas to focus on the most recent account activity when determining whether to include a person in our violating accounts estimation. Accordingly, in the fourth quarter of 2025, we estimated that less \nthan 5% of our worldwide DAP consisted solely of violating accounts. We believe the increase compared to our prior estimation was a result of the methodology update described above. From time \nto time, we disable certain user accounts, make product changes, or take other actions to reduce the number of violating accounts among our users, which may also reduce our DAP estimates in a \nparticular period. We intend to continue to disclose our estimates of the percentage of our DAP consisting solely of violating accounts on an annual basis. Violating accounts are very difficult to \nmeasure at our scale, and it is possible that the actual number of violating accounts may vary significantly from our estimates.\nUser Geography\nOur estimates for revenue by user location, as well as year-over-year percentage changes in ad impressions delivered and the average price per ad by user location, are also affected by data \nlimitations and other challenges in measuring user geography. Our data regarding the geographic location of our users is estimated based on a number of factors, such as the user's IP address and \nself-disclosed location. These factors may not always accurately reflect the user's actual location. For example, a user may appear to be accessing our products from the location of the proxy server \nthat the user connects to rather than from the user's actual location. The methodologies used to measure our metrics are also susceptible to algorithm or other technical errors.\n\nMeta Earnings Presentation \nQ1 2026\ninvestor.atmeta.com", - "path": "Meta Q1 2026 Earnings Presentation.pdf/Root/Appendix/Limitations of Key Metrics and Other Data/User Geography", - "metadata": { - "length": 5306, - "summary": "This section explains that estimates for revenue by user location and ad impressions are affected by data limitations in measuring user geography. 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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Q1’24Q2’24Q3’24Q4’24Q1’25Q2’25Q3’25Q4’25Q1’26
Net cash provided by
operating activities$19,246 $19,370 $24,724 $27,988 $24,026 $25,561 $29,999 $36,214 $32,226
Less: Purchases of
property and equipment6,4008,1738,25814,42512,94116,53818,82921,38318,997
Less: Principal payments
on finance leases315299944411751474545754843
Free Cash Flow$12,531 $10,898 $15,522 $13,152 $10,334 $8,549 $10,625 $14,077 $12,386
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Q1’24Q2’24Q3’24Q4’24Q1’25Q2’25Q3’25Q4’25Q1’26
Advertising$35,635$38,329$39,885$46,783$41,392$46,563$50,082$58,137$55,024
Other380389434519510583690801885
Family of Apps
Revenue36,01538,71840,31947,30241,90247,14650,77258,93855,909
Reality Labs Revenue4403532701,083412370470955402
Total Revenue$36,455$39,071$40,589$48,385$42,314$47,516$51,242$59,893$56,311
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Family of Apps
Operating Income$17,664 $19,335 $21,778 $28,332 $21,765 $24,971 $24,967 $30,766 $26,900
Reality Labs
Operating (Loss)(3,846)(4,488)(4,428)(4,967)(4,210)(4,530)(4,432)(6,021)(4,028)
Total Income from
Operations$13,818 $14,847 $17,350 $23,365 $17,555 $20,441 $20,535 $24,745 $22,872
Operating Margin38 %38 %43 %48 %41 %43 %40 %41 %41 %
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Q1’24Q2’24Q3’24Q4’24Q1’25Q2’25Q3’25 (1)Q4’25Q1’26 (2)
Income before income taxes $14,183 $15,106 $17,822 $23,553 $18,382 $20,534 $21,663 $25,354 $21,752
Provision (benefit) for
income taxes $1,814 $1,641 $2,134 $2,715 $1,738 $2,197 $18,954 $2,586 $(5,021)
Effective Tax Rate13 %11 %12 %12 %9 %11 %87 %10 %(23)%
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(Nasdaq: META) today reported financial results for the \nquarter ended March 31, 2026.\n\"We had a milestone quarter with strong momentum across our apps and the release of our first model from Meta \nSuperintelligence Labs,\" said Mark Zuckerberg, Meta founder and CEO. \"We're on track to deliver personal superintelligence \nto billions of people.\"\nFirst Quarter 2026 Financial Highlights\nThree Months Ended March 31,\n% Change\nIn millions, except percentages and per share amounts\n2026\n2025\nRevenue\n$ \n56,311 $ \n42,314 \n 33 %\nCosts and expenses\n \n33,439 \n24,759 \n 35 %\nIncome from operations\n$ \n22,872 $ \n17,555 \n 30 %\nOperating margin\n 41 %\n 41 %\nProvision (benefit) for income taxes (1)\n$ \n(5,021) $ \n1,738 \nNM\nEffective tax rate (1)\n (23) %\n 9 %\nNet income\n$ \n26,773 $ \n16,644 \n 61 %\nDiluted earnings per share (EPS) (1)\n$ \n10.44 $ \n6.43 \n 62 %\n____________________________________\nNM — not meaningful\n(1) Includes an $8.03 billion income tax benefit recognized in the first quarter of 2026, which partially offsets the $15.93 billion non-cash \ntax charge recorded in the third quarter of 2025 upon enactment of the One Big Beautiful Bill Act. This benefit is the result of U.S. \nTreasury Notice 2026-7, which addressed the Corporate Alternative Minimum Tax treatment of previously capitalized U.S. research and \ndevelopment costs. Excluding this tax benefit, our effective tax rate would have been 37 percentage points higher and our diluted earnings \nper share (EPS) would have been $3.13 lower.\nFirst Quarter 2026 Operational and Other Financial Highlights\n•\nFamily daily active people (DAP) – DAP was 3.56 billion on average for March 2026, an increase of 4% year-\nover-year. The slight decline in DAP on a quarter-over-quarter basis was driven by internet disruptions in Iran, as \nwell as a restriction on access to WhatsApp in Russia. \n•\nAd impressions – Ad impressions delivered across our Family of Apps increased by 19% year-over-year. \n•\nAverage price per ad – Average price per ad increased by 12% year-over-year.\n•\nRevenue – Revenue was $56.31 billion, an increase of 33% year-over-year. Revenue on a constant currency basis \nwould have increased by 29% year-over-year.\n•\nCosts and expenses – Total costs and expenses were $33.44 billion, an increase of 35% year-over-year.\n•\nCapital expenditures – Capital expenditures, including principal payments on finance leases, were $19.84 billion. \n•\nCapital return program – Dividend and dividend equivalent payments were $1.35 billion.\n•\nCash, cash equivalents, and marketable securities – Cash, cash equivalents, and marketable securities were \n$81.18 billion as of March 31, 2026. \n•\nCash flow – Cash flow from operating activities was $32.23 billion, and free cash flow was $12.39 billion.(1)\n•\nHeadcount – Headcount was 77,986 as of March 31, 2026, an increase of 1% year-over-year.\n____________________________________\n(1) For more information on our free cash flow non-GAAP financial measure, see the sections entitled \"Non-GAAP Financial Measures\" \nand \"Reconciliation of GAAP to Non-GAAP Results\" in this press release.\n1", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/First Quarter 2026 Financial Highlights", - "metadata": { - "length": 3185, - "summary": "This section presents a table of financial highlights for Meta Platforms, Inc. for the three months ended March 31, 2026, compared to the same period in 2025. Key metrics include Revenue ($56,311 million), Costs and expenses ($33,439 million), Income from operations ($22,872 million), Net income ($26,773 million), and Diluted earnings per share ($10.44). The table also details the effective tax rate and includes a footnote explaining significant tax benefits related to the One Big Beautiful Bill Act.", - "page_nums": [ - 1 - ], - "keywords": [ - "Meta Platforms, Inc.", - "Nasdaq: META" - ], - "connect_to": [ - { - "target": "asset_0fa8bac4-af93-5a59-ae3b-c524bc4a2928", - "relation": "embeds", - "ref": "[tables/table_page_1_1.html]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_b6ed821a-bb98-5fd2-a21b-db12da14dc49", - "type": "page", - "content": "[SAME-AS Meta Q1 2026 Exhibit 99.1.pdf/Root/First Quarter 2026 Financial Highlights p1]", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/First Quarter 2026 Operational and Other Financial Highlights", - "metadata": { - "length": 87, - "summary": "This section details Meta's operational and financial performance for the first quarter of 2026. It reports that Family daily active people (DAP) reached an average of 3.56 billion, a 4% year-over-year increase, though noting declines in Iran and Russia. Ad impressions grew by 19%, while the average price per ad rose 12%. Total revenue was $56.31 billion (up 33%), with costs and expenses totaling $33.44 billion. The company also reported capital expenditures of $19.84 billion, cash flow from operating activities of $32.23 billion, free cash flow of $12.39 billion, and a headcount of 77,986.", - "page_nums": [ - 1 - ], - "keywords": [ - "Meta", - "Iran", - "Russia" - ], - "connect_to": [ - { - "target": "asset_0fa8bac4-af93-5a59-ae3b-c524bc4a2928", - "relation": "related", - "ref": "[tables/table_page_1_1.html]", - "same_as_owner": "Meta Q1 2026 Exhibit 99.1.pdf/Root/First Quarter 2026 Financial Highlights" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_493babef-72e2-5f5f-84d1-4c9517267093", - "type": "page", - "content": "CFO Outlook Commentary\nWe expect second quarter 2026 total revenue to be in the range of $58-61 billion. Our guidance assumes foreign currency is \nan approximately 2% tailwind to year-over-year total revenue growth, based on current exchange rates.\nWe expect full year 2026 total expenses to be in the range of $162-169 billion, unchanged from our prior outlook.\nWe continue to expect to deliver operating income this year that is above 2025 operating income.\nWe anticipate 2026 capital expenditures, including principal payments on finance leases, to be in the range of $125-145 \nbillion, increased from our prior range of $115-135 billion. This reflects our expectations for higher component pricing this \nyear and, to a lesser extent, additional data center costs to support future year capacity.\nAbsent any changes to our tax landscape, we expect our tax rate for the remaining quarters of 2026 to be between 13-16%.\nLastly, we continue to monitor active legal and regulatory matters, including headwinds in the EU and the U.S. that could \nsignificantly impact our business and financial results. For example, we continue to see scrutiny on youth-related issues and \nhave additional trials scheduled for this year in the U.S., which may ultimately result in a material loss.\n2", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/CFO Outlook Commentary", - "metadata": { - "length": 1280, - "summary": "This page contains a CFO Outlook Commentary providing financial guidance for 2026. It details expected revenue ranges of $58-61 billion for the second quarter and total expenses between $162-169 billion for the full year. The text also outlines anticipated capital expenditures, tax rates, and mentions ongoing legal and regulatory headwinds in the EU and U.S.", - "page_nums": [ - 2 - ], - "keywords": [ - "EU", - "U.S." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_96ec4a54-77ad-59b1-870d-466f366fedd4", - "type": "page", - "content": "Webcast and Conference Call Information\nMeta will host a conference call to discuss its results at 2:30 p.m. PT / 5:30 p.m. ET today. The live webcast of the call can be \naccessed at the Meta Investor Relations website at investor.atmeta.com, along with the company's earnings press release, \nfinancial tables, and slide presentation.\nFollowing the call, a replay will be available at the same website. Transcripts of conference calls with publishing equity \nresearch analysts held today will also be posted to the investor.atmeta.com website.\nDisclosure Information\nMeta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook profile \n(facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing \nmaterial non-public information and for complying with its disclosure obligations under Regulation FD. \nAbout Meta\nMeta is building the future of human connection, powered by artificial intelligence and immersive technologies. When \nFacebook launched in 2004, it changed the way people connect. Apps like Messenger, Instagram, and WhatsApp further \nempowered billions around the world. Now, Meta is moving beyond 2D screens toward experiences that foster deeper \nconnections and unlock new possibilities.\nContacts\nInvestors: \nKenneth Dorell\ninvestor@meta.com / investor.atmeta.com\nPress: \nMatt Tye\npress@meta.com / meta.com/news\n3", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/Webcast and Conference Call Information", - "metadata": { - "length": 1428, - "summary": "This section provides details regarding a conference call hosted by Meta to discuss its results, scheduled for 2:30 p.m. PT / 5:30 p.m. ET. It specifies that the live webcast and subsequent replay will be available on the Meta Investor Relations website (investor.atmeta.com), along with earnings press releases, financial tables, slide presentations, and transcripts of analyst calls.", - "page_nums": [ - 3 - ], - "keywords": [ - "Meta", - "investor.atmeta.com" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_237a0643-c556-52df-ac0c-e2253fd96bbc", - "type": "page", - "content": "[SAME-AS Meta Q1 2026 Exhibit 99.1.pdf/Root/Webcast and Conference Call Information p3]", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/Disclosure Information", - "metadata": { - "length": 87, - "summary": "This section outlines Meta's channels for disclosing material non-public information and complying with Regulation FD. These channels include the investor.atmeta.com and meta.com/news websites, as well as Mark Zuckerberg's social media profiles on Facebook, Instagram, and Threads.", - "page_nums": [ - 3 - ], - "keywords": [ - "Meta", - "Mark Zuckerberg", - "Facebook", - "Instagram", - "Threads" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_17037ae6-fb46-56dc-9663-e194754b5716", - "type": "page", - "content": "[SAME-AS Meta Q1 2026 Exhibit 99.1.pdf/Root/Webcast and Conference Call Information p3]", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/About Meta", - "metadata": { - "length": 87, - "summary": "This section describes Meta's mission to build the future of human connection using artificial intelligence and immersive technologies. It highlights the company's history starting with Facebook in 2004, mentions its apps like Messenger, Instagram, and WhatsApp, and states that Meta is moving beyond 2D screens to foster deeper connections.", - "page_nums": [ - 3 - ], - "keywords": [ - "Meta", - "Facebook", - "Messenger", - "Instagram", - "WhatsApp" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_9c53103d-67e2-5a04-8177-69a8a2aab456", - "type": "page", - "content": "[SAME-AS Meta Q1 2026 Exhibit 99.1.pdf/Root/Webcast and Conference Call Information p3]", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/Contacts", - "metadata": { - "length": 87, - "summary": "The 'Contacts' section lists the designated points of contact for Meta, divided into two categories: Investors and Press. For investors, it provides the name Kenneth Dorell along with his email address (investor@meta.com) and website (investor.atmeta.com). For press inquiries, it lists Matt Tye with his email address (press@meta.com) and website (meta.com/news).", - "page_nums": [ - 3 - ], - "keywords": [ - "Kenneth Dorell", - "Matt Tye" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_3cb1e052-e576-5744-83ec-71e18d42b442", - "type": "page", - "content": "Forward-Looking Statements\nThis press release contains forward-looking statements regarding our future business plans and expectations. These forward-\nlooking statements are only predictions and may differ materially from actual results due to a variety of factors including: the \nimpact of macroeconomic conditions on our business and financial results, including as a result of geopolitical events; our \nability to retain or increase users and engagement levels; our reliance on advertising revenue; our dependency on data signals \nand mobile operating systems, networks, and standards that we do not control; changes to the content or application of third-\nparty policies that impact our advertising practices; risks associated with new products and changes to existing products as \nwell as other new business initiatives, including our artificial intelligence initiatives and Reality Labs efforts; our emphasis on \ncommunity growth and engagement and the user experience over short-term financial results; maintaining and enhancing our \nbrand and reputation; our ongoing privacy, safety, security, and content and advertising review and enforcement efforts; \ncompetition; risks associated with government actions that could restrict access to our products or impair our ability to sell \nadvertising in certain countries; litigation and government inquiries; privacy, legislative, and regulatory concerns or \ndevelopments; risks associated with acquisitions; security breaches; our ability to manage our scale and geographically-\ndispersed operations; and market conditions or other factors affecting capital return to stockholders. These and other potential \nrisks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the \ncaption \"Risk Factors\" in our Annual Report on Form 10-K filed with the SEC on January 29, 2026, which is available on our \nInvestor Relations website at investor.atmeta.com and on the SEC website at www.sec.gov. Additional information will also \nbe set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. In addition, please note that the date \nof this press release is April 29, 2026, and any forward-looking statements contained herein are based on assumptions that we \nbelieve to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information \nor future events.\nFor a discussion of limitations in the measurement of certain of our community metrics, see the section entitled \"Limitations \nof Key Metrics and Other Data\" in our most recent quarterly or annual report filed with the SEC.\nNon-GAAP Financial Measures \nTo supplement our condensed consolidated financial statements, which are prepared and presented in accordance with \ngenerally accepted accounting principles in the United States (GAAP), we use the following non-GAAP financial measures: \nrevenue excluding foreign exchange effect, advertising revenue excluding foreign exchange effect, and free cash flow. The \npresentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, \nfinancial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material \nlimitations associated with the use of non-GAAP financial measures as an analytical tool. In addition, these measures may be \ndifferent from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. \nWe compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these \nnon-GAAP financial measures.\nWe believe these non-GAAP financial measures provide investors with useful supplemental information about the financial \nperformance of our business, enable comparison of financial results between periods where certain items may vary \nindependent of business performance, and allow for greater transparency with respect to key metrics used by management in \noperating our business. \nOur non-GAAP financial measures are adjusted for the following items: \nForeign exchange effect on revenue. To calculate revenue on a constant currency basis, we translate current period revenue \nusing the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, which we \nbelieve is a useful metric that facilitates comparison to our historical performance.\nPurchases of property and equipment; Principal payments on finance leases. We subtract both purchases of property and \nequipment, and principal payments on finance leases in our calculation of free cash flow because we believe that these two \nitems collectively represent the amount of property and equipment we need to procure to support our business, regardless of \nwhether we procure such property or equipment with a finance lease. We believe that this methodology can provide useful \nsupplemental information to help investors better understand underlying trends in our business. Free cash flow is not intended \nto represent our residual cash flow available for discretionary expenditures. \nFor more information on our non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, see the \n\"Reconciliation of GAAP to Non-GAAP Results\" table in this press release.\n4", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/Forward-Looking Statements", - "metadata": { - "length": 5368, - "summary": "The section contains a standard legal disclaimer regarding forward-looking statements. It warns that the press release includes predictions about future business plans and expectations which may differ from actual results due to various factors such as macroeconomic conditions, geopolitical events, user retention, advertising revenue reliance, data signal dependency, product changes, AI initiatives, community growth focus, brand reputation, privacy/security efforts, competition, government actions, litigation, acquisitions, security breaches, operational scale, and market conditions. The text references specific filings (Form 10-K filed January 29, 2026, and Form 10-Q for the quarter ended March 31, 2026) available on the SEC website and the company's Investor Relations site (investor.atmeta.com). It notes the press release date is April 29, 2026, and states the company undertakes no obligation to update these statements.", - "page_nums": [ - 4 - ], - "keywords": [ - "SEC", - "Form 10-K", - "January 29, 2026", - "Investor Relations website", - "investor.atmeta.com", - "www.sec.gov", - "Quarterly Report on Form 10-Q", - "March 31, 2026", - "April 29, 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1801f1f2-b208-5a57-96f0-b7dc62f52ac0", - "type": "page", - "content": "[SAME-AS Meta Q1 2026 Exhibit 99.1.pdf/Root/Forward-Looking Statements p4]\n\nMETA PLATFORMS, INC.\nCONDENSED CONSOLIDATED STATEMENTS OF INCOME\n(In millions, except per share amounts)\n(Unaudited)\nThree Months Ended March 31,\n2026\n2025\nRevenue\n$ \n56,311 $ \n42,314 \nCosts and expenses:\nCost of revenue\n \n10,218 \n7,572 \nResearch and development\n \n17,699 \n12,150 \nMarketing and sales\n \n2,908 \n2,757 \nGeneral and administrative\n \n2,614 \n2,280 \nTotal costs and expenses\n \n33,439 \n24,759 \nIncome from operations\n \n22,872 \n17,555 \nInterest and other income (expense), net\n \n(1,120) \n827 \nIncome before income taxes\n \n21,752 \n18,382 \nProvision (benefit) for income taxes\n \n(5,021) \n1,738 \nNet income\n$ \n26,773 $ \n16,644 \nEarnings per share:\nBasic\n$ \n10.57 $ \n6.59 \nDiluted\n$ \n10.44 $ \n6.43 \nWeighted-average shares used to compute earnings per share:\nBasic\n \n2,534 \n2,527 \nDiluted\n \n2,564 \n2,590 \n5\n\nMETA PLATFORMS, INC.\nCONDENSED CONSOLIDATED BALANCE SHEETS\n(In millions)\n(Unaudited)\nMarch 31, 2026\nDecember 31, 2025\nAssets\nCurrent assets:\nCash and cash equivalents\n$ \n23,426 $ \n35,873 \nMarketable securities\n \n57,754 \n45,719 \nAccounts receivable, net\n \n17,470 \n19,769 \nPrepaid expenses and other current assets\n \n11,115 \n7,361 \nTotal current assets\n \n109,765 \n108,722 \nNon-marketable equity investments\n \n28,410 \n27,524 \nProperty and equipment, net\n \n194,776 \n176,400 \nOperating lease right-of-use assets\n \n23,268 \n20,404 \nGoodwill\n \n24,748 \n24,534 \nOther assets\n \n14,283 \n8,437 \nTotal assets\n$ \n395,250 $ \n366,021 \nLiabilities and stockholders' equity\nCurrent liabilities:\nAccounts payable\n$ \n13,326 $ \n8,894 \nOperating lease liabilities, current\n \n2,414 \n2,213 \nAccrued expenses and other current liabilities\n \n31,013 \n30,729 \nTotal current liabilities\n \n46,753 \n41,836 \nOperating lease liabilities, non-current\n \n25,607 \n22,940 \nLong-term debt\n \n58,748 \n58,744 \nLong-term income taxes\n \n16,849 \n21,005 \nOther liabilities\n \n3,612 \n4,253 \nTotal liabilities\n \n151,569 \n148,778 \nCommitments and contingencies\nStockholders' equity:\nCommon stock and additional paid-in capital\n \n99,337 \n95,793 \nAccumulated other comprehensive income (loss)\n \n(303) \n271 \nRetained earnings\n \n144,647 \n121,179 \nTotal stockholders' equity\n \n243,681 \n217,243 \nTotal liabilities and stockholders' equity\n$ \n395,250 $ \n366,021 \n6\n\nMETA PLATFORMS, INC.\nCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS\n(In millions)\n(Unaudited)\nThree Months Ended March 31,\n2026\n2025\nCash flows from operating activities\nNet income\n$ \n26,773 $ \n16,644 \nAdjustments to reconcile net income to net cash provided by operating activities:\nDepreciation and amortization\n \n5,999 \n3,900 \nShare-based compensation\n \n6,032 \n4,147 \nDeferred income taxes\n \n123 \n(993) \nUnrealized (gain) loss on equity investments\n \n1,075 \n(135) \nOther\n \n(17) \n(96) \nChanges in assets and liabilities:\nAccounts receivable\n \n2,128 \n2,804 \nPrepaid expenses and other current assets\n \n(2,424) \n360 \nOther assets\n \n(1,082) \n(52) \nAccounts payable\n \n(937) \n(1,034) \nAccrued expenses and other current liabilities\n \n(271) \n(2,231) \nOther liabilities\n \n(5,173) \n712 \nNet cash provided by operating activities\n \n32,226 \n24,026 \nCash flows from investing activities\nPurchases of property and equipment\n \n(18,997) \n(12,941) \nPurchases of marketable securities\n \n(32,978) \n(11,763) \nSales and maturities of marketable securities\n \n19,176 \n4,784 \nPurchases of non-marketable equity investments\n \n(544) \n(100) \nPayments for held-for-sale assets\n \n(118) \n— \nAcquisitions of businesses and intangible assets\n \n(372) \n(1) \nOther investing activities\n \n155 \n11 \nNet cash used in investing activities\n \n(33,678) \n(20,010) \nCash flows from financing activities\nTaxes paid related to net share settlement of equity awards\n \n(4,423) \n(4,883) \nRepurchases of Class A common stock\n \n— \n(12,754) \nPayments for dividends and dividend equivalents\n \n(1,346) \n(1,329) \nPrincipal payments on finance leases\n \n(843) \n(751) \nOther financing activities\n \n59 \n222 \nNet cash used in financing activities\n \n(6,553) \n(19,495) \nEffect of exchange rate changes on cash, cash equivalents, restricted cash, and \nrestricted cash equivalents\n \n7 \n112 \nNet decrease in cash, cash equivalents, restricted cash, and restricted cash \nequivalents\n \n(7,998) \n(15,367) \nCash, cash equivalents, restricted cash, and restricted cash equivalents at beginning \nof the period\n \n39,100 \n45,438 \nCash, cash equivalents, restricted cash, and restricted cash equivalents at end \nof the period\n$ \n31,102 $ \n30,071 \nReconciliation of cash, cash equivalents, restricted cash, and restricted cash \nequivalents to the condensed consolidated balance sheets\nCash and cash equivalents\n$ \n23,426 $ \n28,750 \nRestricted cash and restricted cash equivalents, included in prepaid expenses and \nother current assets\n \n340 \n71 \nRestricted cash and restricted cash equivalents, included in other assets\n \n7,336 \n1,250 \nTotal cash, cash equivalents, restricted cash, and restricted cash equivalents\n$ \n31,102 $ \n30,071 \nSupplemental cash flow data\nCash paid for income taxes, net\n$ \n541 $ \n448 \n7", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/Non-GAAP Financial Measures", - "metadata": { - "length": 5102, - "summary": "This section explains the company's use of non-GAAP financial measures to supplement its GAAP financial statements. It details three specific measures: revenue excluding foreign exchange effect, advertising revenue excluding foreign exchange effect, and free cash flow. The text clarifies that these measures are intended to provide useful supplemental information for investors by enabling comparison of results between periods and offering greater transparency into key metrics used by management. It also describes the adjustments made to calculate these measures, such as translating revenue using prior year's exchange rates and subtracting purchases of property and equipment and principal payments on finance leases from free cash flow.", - "page_nums": [ - 4, - 5, - 6, - 7 - ], - "keywords": [ - "SEC", - "Form 10-K", - "Form 10-Q" - ], - "connect_to": [ - { - "target": "asset_ad8e5439-900b-53da-ab51-64bd2b77a1d6", - "relation": "embeds", - "ref": "[tables/table_page_5_1.html]" - }, - { - "target": "asset_d2aa7ea5-56cb-5a07-b966-9846d1a180d7", - "relation": "embeds", - "ref": "[tables/table_page_6_1.html]" - }, - { - "target": "asset_193aed87-0f6a-5b0a-a4c7-9f84e6671263", - "relation": "embeds", - "ref": "[tables/table_page_7_1.html]" - } - ], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_5afeb565-fa1f-5df8-8f2c-434aa72a8b03", - "type": "page", - "content": "Segment Results\nWe report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes \nFacebook, Instagram, Messenger, WhatsApp, and other services. RL includes our virtual and augmented reality related \nconsumer hardware, software, and content.\nThe following table sets forth our segment information of revenue and income (loss) from operations:\nSegment Information\n(In millions)\n(Unaudited)\nThree Months Ended March 31,\n2026\n2025\nRevenue:\nAdvertising\n$ \n55,024 $ \n41,392 \nOther revenue\n \n885 \n510 \nFamily of Apps\n \n55,909 \n41,902 \nReality Labs\n \n402 \n412 \nTotal revenue\n$ \n56,311 $ \n42,314 \nIncome (loss) from operations:\nFamily of Apps\n$ \n26,900 $ \n21,765 \nReality Labs\n \n(4,028) \n(4,210) \nTotal income from operations\n$ \n22,872 $ \n17,555 \n8", - "path": "Meta Q1 2026 Exhibit 99.1.pdf/Root/Segment Results", - "metadata": { - "length": 800, - "summary": "This page presents the segment results for a company, detailing financial performance across two reportable segments: Family of Apps (FoA) and Reality Labs (RL). 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Three Months Ended March 31,
In millions, except percentages and per share amounts2026 2025% Change
Revenue$56,311 $ 42,31433 %
Costs and expenses33,439 24,75935 %
Income from operations$22,872 $ 17,55530 %
Operating margin41 % 41 %
Provision (benefit) for income taxes (1)$(5,021) $ 1,738NM
Effective tax rate (1)(23) % 9 %
Net income$26,773 $ 16,64461 %
Diluted earnings per share (EPS) (1)$10.44 $ 6.4362 %
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Three Months Ended March 31,
2026 2025
Revenue$56,311 $ 42,314
Costs and expenses:
Cost of revenue10,218 7,572
Research and development17,699 12,150
Marketing and sales2,908 2,757
General and administrative2,614 2,280
Total costs and expenses33,439 24,759
Income from operations22,872 17,555
Interest and other income (expense), net(1,120) 827
Income before income taxes21,752 18,382
Provision (benefit) for income taxes(5,021) 1,738
Net income$26,773 $ 16,644
Earnings per share:
Basic$10.57 $ 6.59
Diluted$10.44 $ 6.43
Weighted-average shares used to compute earnings per share:
Basic2,534 2,527
Diluted2,564 2,590
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(Unaudited)
March 31, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$23,426$ 35,873
Marketable securities57,75445,719
Accounts receivable, net17,47019,769
Prepaid expenses and other current assets11,1157,361
Total current assets109,765108,722
Non-marketable equity investments28,41027,524
Property and equipment, net194,776176,400
Operating lease right-of-use assets23,26820,404
Goodwill24,74824,534
Other assets14,2838,437
Total assets$395,250$ 366,021
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$13,326$ 8,894
Operating lease liabilities, current2,4142,213
Accrued expenses and other current liabilities31,01330,729
Total current liabilities46,75341,836
Operating lease liabilities, non-current25,60722,940
Long-term debt58,74858,744
Long-term income taxes16,84921,005
Other liabilities3,6124,253
Total liabilities151,569148,778
Commitments and contingencies
Stockholders' equity:
Common stock and additional paid-in capital99,33795,793
Accumulated other comprehensive income (loss)(303)271
Retained earnings144,647121,179
Total stockholders' equity243,681217,243
Total liabilities and stockholders' equity$395,250$ 366,021
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_7_1.html b/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_7_1.html deleted file mode 100644 index ed5d254e1..000000000 --- a/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_7_1.html +++ /dev/null @@ -1,259 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Three Months Ended March 31,
2026 2025
Cash flows from operating activities
Net income$26,773 $ 16,644
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization5,999 3,900
Share-based compensation6,032 4,147
Deferred income taxes123 (993)
Unrealized (gain) loss on equity investments1,075 (135)
Other(17) (96)
Changes in assets and liabilities:
Accounts receivable2,128 2,804
Prepaid expenses and other current assets(2,424) 360
Other assets(1,082) (52)
Accounts payable(937) (1,034)
Accrued expenses and other current liabilities(271) (2,231)
Other liabilities(5,173) 712
Net cash provided by operating activities32,226 24,026
Cash flows from investing activities
Purchases of property and equipment(18,997) (12,941)
Purchases of marketable securities(32,978) (11,763)
Sales and maturities of marketable securities19,176 4,784
Purchases of non-marketable equity investments(544) (100)
Payments for held-for-sale assets(118) —
Acquisitions of businesses and intangible assets(372) (1)
Other investing activities155 11
Net cash used in investing activities(33,678) (20,010)
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards(4,423) (4,883)
Repurchases of Class A common stock— (12,754)
Payments for dividends and dividend equivalents(1,346) (1,329)
Principal payments on finance leases(843) (751)
Other financing activities59 222
Net cash used in financing activities(6,553) (19,495)
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and
restricted cash equivalents7 112
Net decrease in cash, cash equivalents, restricted cash, and restricted cash
equivalents(7,998) (15,367)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning
of the period39,100 45,438
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end
of the period$31,102 $ 30,071
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash
equivalents to the condensed consolidated balance sheets
Cash and cash equivalents$23,426 $ 28,750
Restricted cash and restricted cash equivalents, included in prepaid expenses and
other current assets340 71
Restricted cash and restricted cash equivalents, included in other assets7,336 1,250
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$31,102 $ 30,071
Supplemental cash flow data
Cash paid for income taxes, net$541 $ 448
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_8_1.html b/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_8_1.html deleted file mode 100644 index 6c67b4b24..000000000 --- a/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_8_1.html +++ /dev/null @@ -1,94 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Segment Information
(In millions)
(Unaudited)
Three Months Ended March 31,
2026 2025
Revenue:
Advertising$55,024 $ 41,392
Other revenue885 510
Family of Apps55,909 41,902
Reality Labs402 412
Total revenue$56,311 $ 42,314
Income (loss) from operations:
Family of Apps$26,900 $ 21,765
Reality Labs(4,028) (4,210
Total income from operations$22,872 $ 17,555
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_9_1.html b/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_9_1.html deleted file mode 100644 index ed21bb6ed..000000000 --- a/apps/api/app/data/demo_documents/financial-meta-q1-2026-results/tables/table_page_9_1.html +++ /dev/null @@ -1,84 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Three Months Ended March 31,
2026 2025
GAAP revenue$56,311 $ 42,314
Foreign exchange effect on 2026 revenue using 2025 rates(1,749)
Revenue excluding foreign exchange effect$54,562
GAAP revenue year-over-year change %33 %
Revenue excluding foreign exchange effect year-over-year change %29 %
GAAP advertising revenue$55,024 $ 41,392
Foreign exchange effect on 2026 advertising revenue using 2025 rates(1,734)
Advertising revenue excluding foreign exchange effect$53,290
GAAP advertising revenue year-over-year change %33 %
Advertising revenue excluding foreign exchange effect year-over-year change %29 %
Net cash provided by operating activities$32,226 $ 24,026
Purchases of property and equipment(18,997) (12,941)
Principal payments on finance leases(843) (751)
Free cash flow$12,386 $ 10,334
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No numerical data is provided.", - "page_nums": [], - "file_path": "tables/table-6 Windows OEM and Devices revenue growth and Xbox content and services revenue growth and Search and news advertising revenue ex TAC growth.html", - "keywords": [ - "Microsoft", - "Xbox", - "Bing", - "Surface" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "21d686c9-1f19-5e9b-99f4-7b4fdbc5cd0b", - "type": "table", - "content": "tables/table-7 Revenue and Profit Metrics for 2025 vs 2024.html", - "path": "tables/table-7 Revenue and Profit Metrics for 2025 vs 2024.html", - "metadata": { - "length": 63, - "summary": "table-7\nRevenue rose 15% to $281,724 million in 2025 from $245,122 million in 2024; gross margin increased 13% to $193,893 million, operating income up 17% to $128,528 million, net income up 16% to $101,832 million, and diluted EPS up 16% to $13.64 from $11.80.", - "page_nums": [], - "file_path": "tables/table-7 Revenue and Profit Metrics for 2025 vs 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "e4a917a1-1b21-5bf4-8860-fdc09eb4b30e", - "type": "table", - "content": "tables/table-8 Microsoft Segment Revenue and Operating Income FY2025 vs FY2024.html", - "path": "tables/table-8 Microsoft Segment Revenue and Operating Income FY2025 vs FY2024.html", - "metadata": { - "length": 83, - "summary": "table-8\nMicrosoft's total revenue rose 15% to $281,724 million in 2025 from $245,122 million in 2024, with operating income up 17% to $128,528 million; Productivity and Business Processes revenue grew 13% to $120,810 million, Intelligent Cloud revenue grew 21% to $106,265 million, and More Personal Computing revenue grew 7% to $54,649 million.", - "page_nums": [], - "file_path": "tables/table-8 Microsoft Segment Revenue and Operating Income FY2025 vs FY2024.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "65e313e3-db40-55ee-a0b9-a74657e07419", - "type": "table", - "content": "tables/table-9 Research and development expenses for fiscal years 2025 and 2024.html", - "path": "tables/table-9 Research and development expenses for fiscal years 2025 and 2024.html", - "metadata": { - "length": 84, - "summary": "table-9\nResearch and development expenses were $32,488 million in 2025, up 10% from $29,510 million in 2024, with R&D as a percent of revenue unchanged at 12% in both years (0 percentage point change).", - "page_nums": [], - "file_path": "tables/table-9 Research and development expenses for fiscal years 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "301de650-4cd3-562e-a6a4-72b0cfb244d4", - "type": "table", - "content": "tables/table-10 Sales and marketing expenses for 2025 and 2024.html", - "path": "tables/table-10 Sales and marketing expenses for 2025 and 2024.html", - "metadata": { - "length": 67, - "summary": "table-10\nSales and marketing expenses were $25,654 million in 2025, up 5% from $24,456 million in 2024, with the expense as a percent of revenue decreasing from 10% to 9% (a 1 percentage point decline).", - "page_nums": [], - "file_path": "tables/table-10 Sales and marketing expenses for 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "4058dfb8-d7a1-5283-af19-829f40330f3a", - "type": "table", - "content": "tables/table-11 General and Administrative Expenses 2025 vs 2024.html", - "path": "tables/table-11 General and Administrative Expenses 2025 vs 2024.html", - "metadata": { - "length": 69, - "summary": "table-11\nGeneral and administrative expenses decreased from $7,609 million in 2024 to $7,223 million in 2025, a 5% decline, while remaining steady at 3% of revenue in both years.", - "page_nums": [], - "file_path": "tables/table-11 General and Administrative Expenses 2025 vs 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "c0a4e50c-e185-55ca-9c4a-a71bbaf7ce12", - "type": "table", - "content": "tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html", - "path": "tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html", - "metadata": { - "length": 69, - "summary": "table-12\nFor the year ended June 30, 2025, total net losses were $4,901 million, compared to $1,646 million in 2024. Key components include interest and dividends income of $2,647 million (2025) vs $3,157 million (2024), interest expense of $2,385 million vs $2,935 million, and other net losses of $4,725 million vs $1,319 million.", - "page_nums": [], - "file_path": "tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "82944171-cfed-507c-a902-82c89f467531", - "type": "table", - "content": "tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html", - "path": "tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html", - "metadata": { - "length": 100, - "summary": "table-13\nThe table shows financial obligations totaling $67,265 million, with the largest amount of $25,191 million due by September 30, 2025, followed by $19,733 million by December 31, 2025, $13,742 million by March 31, 2026, $5,889 million by June 30, 2026, and $2,710 million thereafter.", - "page_nums": [], - "file_path": "tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "8d1714c5-e877-501e-83fa-d4750007bb69", - "type": "table", - "content": "tables/table-14 Long-term Debt and Other Commitments (In Millions).html", - "path": "tables/table-14 Long-term Debt and Other Commitments (In Millions).html", - "metadata": { - "length": 71, - "summary": "table-14\nThe table shows contractual obligations for 2026 and thereafter, with principal payments of $3,000 and $46,206, interest payments of $1,509 and $25,527, construction commitments of $26,859 and $5,290, leases of $12,798 and $165,903, and purchase commitments of $103,940 and $6,013, totaling $397,045.", - "page_nums": [], - "file_path": "tables/table-14 Long-term Debt and Other Commitments (In Millions).html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "7d1314f0-065b-54b3-84f1-55e25d235575", - "type": "table", - "content": "tables/table-15 Risk Categories and Hypothetical Market Change Impacts on Financial Metrics.html", - "path": "tables/table-15 Risk Categories and Hypothetical Market Change Impacts on Financial Metrics.html", - "metadata": { - "length": 96, - "summary": "table-15\nThe table shows hypothetical impacts on financial metrics: a 10% decrease in foreign exchange rates would reduce revenue by $11,596 million (earnings) and investments by $17 million (fair value); a 100 basis point increase in U.S. treasury rates reduces fair value by $1,415 million; a 100 basis point credit spread increase reduces fair value by $436 million; a 10% equity market price decrease reduces earnings by $1,213 million.", - "page_nums": [], - "file_path": "tables/table-15 Risk Categories and Hypothetical Market Change Impacts on Financial Metrics.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "172af7d7-ea9b-5403-8809-b2545b8ea94b", - "type": "table", - "content": "tables/table-16 Microsoft Cloud Revenue and Income Statement FY2023-2025.html", - "path": "tables/table-16 Microsoft Cloud Revenue and Income Statement FY2023-2025.html", - "metadata": { - "length": 77, - "summary": "table-16\nMicrosoft reported total revenue of $281,724 million in FY2025, up from $245,122 million in FY2024 and $211,915 million in FY2023; net income rose to $101,832 million in FY2025 from $88,136 million in FY2024 and $72,361 million in FY2023, with diluted EPS increasing from $9.68 to $13.64.", - "page_nums": [], - "file_path": "tables/table-16 Microsoft Cloud Revenue and Income Statement FY2023-2025.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "f996e041-a3b3-5bc1-b947-010fa5e45999", - "type": "table", - "content": "tables/table-17 Consolidated Statements of Comprehensive Income.html", - "path": "tables/table-17 Consolidated Statements of Comprehensive Income.html", - "metadata": { - "length": 68, - "summary": "table-17\nMicrosoft reported net income of $101,832 million in 2025, $88,136 million in 2024, and $72,361 million in 2023. Other comprehensive income was $2,243 million, $753 million, and $(1,665) million respectively, yielding comprehensive income of $104,075 million, $88,889 million, and $70,696 million.", - "page_nums": [], - "file_path": "tables/table-17 Consolidated Statements of Comprehensive Income.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "8fec4155-9cc3-5780-a857-96e83308701e", - "type": "table", - "content": "tables/table-18 Microsoft Corporation Consolidated Balance Sheets (Unaudited).html", - "path": "tables/table-18 Microsoft Corporation Consolidated Balance Sheets (Unaudited).html", - "metadata": { - "length": 82, - "summary": "table-18\nMicrosoft Corporation's consolidated balance sheet as of June 30, 2025, shows total assets of $619,003 million, up from $512,163 million in 2024, with total liabilities of $275,524 million and stockholders' equity of $343,479 million.", - "page_nums": [], - "file_path": "tables/table-18 Microsoft Corporation Consolidated Balance Sheets (Unaudited).html", - "keywords": [ - "Microsoft Corporation" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "aaa89319-cae0-5959-a6fa-3b1a400b0a60", - "type": "table", - "content": "tables/table-19 Microsoft Cash Flow Statement for Fiscal Years 2023-2025.html", - "path": "tables/table-19 Microsoft Cash Flow Statement for Fiscal Years 2023-2025.html", - "metadata": { - "length": 77, - "summary": "table-19\nNet cash from operations rose from $87,582M in 2023 to $118,548M in 2024 and $136,162M in 2025; net income grew from $72,361M to $101,832M; cash and equivalents ended at $30,242M in 2025, down from $34,704M in 2023; investing used $72,599M in 2025, financing used $51,699M.", - "page_nums": [], - "file_path": "tables/table-19 Microsoft Cash Flow Statement for Fiscal Years 2023-2025.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "75b59a24-798a-519f-bcef-06088c97f96d", - "type": "table", - "content": "tables/table-20 Microsoft Stockholders' Equity Statement.html", - "path": "tables/table-20 Microsoft Stockholders' Equity Statement.html", - "metadata": { - "length": 61, - "summary": "table-20\nThe statement shows stockholders' equity components for fiscal years 2025, 2024, and 2023, with total equity rising from $206,223 million to $343,479 million, driven by net income of $101,832 million in 2025, common stock repurchases, and dividends per share increasing from $2.72 to $3.32.", - "page_nums": [], - "file_path": "tables/table-20 Microsoft Stockholders' Equity Statement.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "d7c618ea-146e-534a-ba94-d4a1ee5df5b6", - "type": "table", - "content": "tables/table-21 Microsoft Earnings Per Share Table.html", - "path": "tables/table-21 Microsoft Earnings Per Share Table.html", - "metadata": { - "length": 55, - "summary": "table-21\nThe table shows Microsoft's earnings per share for fiscal years 2025, 2024, and 2023. Net income available for common shareholders was $101,832 million in 2025, $88,136 million in 2024, and $72,361 million in 2023. Weighted average shares outstanding were 7,433, 7,431, and 7,446 million respectively. Basic EPS was $13.70, $11.86, and $9.72; diluted EPS was $13.64, $11.80, and $9.68 for the three years.", - "page_nums": [], - "file_path": "tables/table-21 Microsoft Earnings Per Share Table.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "8f0ab224-deaf-565e-89b5-1642ad95e14e", - "type": "table", - "content": "tables/table-22 Year Ended June 30, 2025, 2024, and 2023 Financial Data.html", - "path": "tables/table-22 Year Ended June 30, 2025, 2024, and 2023 Financial Data.html", - "metadata": { - "length": 76, - "summary": "table-22\nThe table shows total net losses of $4,901 million in 2025, $1,646 million in 2024, and net gains of $788 million in 2023, with interest and dividends income declining from $2,994 million to $2,647 million, and other net losses increasing sharply to $4,725 million in 2025.", - "page_nums": [], - "file_path": "tables/table-22 Year Ended June 30, 2025, 2024, and 2023 Financial Data.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "577e18e7-d331-50fc-9972-61a95fd1d6bc", - "type": "table", - "content": "tables/table-23 Line 1_ Realized Gains and Losses from Available-for-Sale Securities and Impairments.html", - "path": "tables/table-23 Line 1_ Realized Gains and Losses from Available-for-Sale Securities and Impairments.html", - "metadata": { - "length": 105, - "summary": "table-23\nLine 2: For fiscal years 2025, 2024, and 2023, realized gains were $40M, $22M, and $36M; realized losses were $(65)M, $(98)M, and $(124)M; impairments/allowances were $8M, $23M, and $(10)M. Totals: $(17)M, $(53)M, and $(98)M.", - "page_nums": [], - "file_path": "tables/table-23 Line 1_ Realized Gains and Losses from Available-for-Sale Securities and Impairments.html", - "keywords": [ - "Line 3:" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "56ca9fcb-4e77-5b94-af9d-0e6f3a01dde4", - "type": "table", - "content": "tables/table-24 Year Ended June 30 2025 2024 2023 Investment Gains and Impairments.html", - "path": "tables/table-24 Year Ended June 30 2025 2024 2023 Investment Gains and Impairments.html", - "metadata": { - "length": 87, - "summary": "table-24\nNet realized gains on investments sold were $83 million in 2025, $18 million in 2024, and $75 million in 2023; net unrealized gains on investments still held were $536 million, $146 million, and $303 million; impairments were $(951) million, $(229) million, and $(20) million, resulting in totals of $(332) million, $(65) million, and $358 million.", - "page_nums": [], - "file_path": "tables/table-24 Year Ended June 30 2025 2024 2023 Investment Gains and Impairments.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "09f4dfcd-8f5a-502c-a2ce-c81f1c7502b6", - "type": "table", - "content": "tables/table-25 Investments Measured at Fair Value on Recurring Basis as of June 30, 2025.html", - "path": "tables/table-25 Investments Measured at Fair Value on Recurring Basis as of June 30, 2025.html", - "metadata": { - "length": 94, - "summary": "table-25\nTotal investments of $109,970 million include debt securities with adjusted cost basis of $85,589 million, unrealized gains of $295 million, losses of $1,625 million, and recorded basis of $84,259 million; equity investments total $13,718 million; cash is $11,711 million; derivatives net $282 million.", - "page_nums": [], - "file_path": "tables/table-25 Investments Measured at Fair Value on Recurring Basis as of June 30, 2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "4a3c2966-3788-501d-a4bb-63808be3ee18", - "type": "table", - "content": "tables/table-26 Investments Measured at Fair Value on Recurring Basis as of June 30, 2024.html", - "path": "tables/table-26 Investments Measured at Fair Value on Recurring Basis as of June 30, 2024.html", - "metadata": { - "length": 94, - "summary": "table-26\nAs of June 30, 2024, total investments measured at fair value were $90,143 million, including $64,899 million in debt investments (with $68,209 million adjusted cost basis and $3,348 million unrealized losses) and $13,661 million in equity investments; cash and cash equivalents totaled $18,315 million, short-term investments $57,228 million, and equity and other investments $14,600 million.", - "page_nums": [], - "file_path": "tables/table-26 Investments Measured at Fair Value on Recurring Basis as of June 30, 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "1539d95f-5366-5c5a-98e1-23db91787a71", - "type": "table", - "content": "tables/table-27 Investments with Unrealized Losses as of June 30, 2025 and 2024.html", - "path": "tables/table-27 Investments with Unrealized Losses as of June 30, 2025 and 2024.html", - "metadata": { - "length": 84, - "summary": "table-27\nAs of June 30, 2025, total fair value of securities with unrealized losses was $42,736 million with total unrealized losses of $1,625 million, compared to $54,589 million fair value and $3,348 million unrealized losses at June 30, 2024; the largest category was U.S. government and agency securities ($37,177 million fair value, $1,462 million losses in 2025; $46,350 million, $2,948 million in 2024).", - "page_nums": [], - "file_path": "tables/table-27 Investments with Unrealized Losses as of June 30, 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "eba625c6-80bb-5830-8fb7-4881edfb68a6", - "type": "table", - "content": "tables/table-28 Debt Securities by Maturity Date.html", - "path": "tables/table-28 Debt Securities by Maturity Date.html", - "metadata": { - "length": 53, - "summary": "table-28\nThe table shows debt securities by maturity at June 30, 2025, with adjusted cost basis totaling $85,589 million and estimated fair value totaling $84,259 million. Due in one year or less: cost $35,108, fair value $34,952; after one through five years: cost $42,460, fair value $41,481; after five through ten years: cost $6,530, fair value $6,424; after ten years: cost $1,491, fair value $1,402.", - "page_nums": [], - "file_path": "tables/table-28 Debt Securities by Maturity Date.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "8474c325-a28e-5fe3-9244-2d9d66a680c8", - "type": "table", - "content": "tables/table-29 Derivative Assets and Liabilities at Fair Value.html", - "path": "tables/table-29 Derivative Assets and Liabilities at Fair Value.html", - "metadata": { - "length": 68, - "summary": "table-29\nThe table shows derivative notional amounts as of June 30, 2025 and 2024. Designated hedging instruments include foreign exchange contracts purchased ($1,492 million both years) and interest rate contracts purchased ($1,150 million in 2025, $1,100 million in 2024). Non-designated instruments include foreign exchange contracts purchased ($15,214 million in 2025, $7,167 million in 2024), sold ($43,307 million vs. $31,793 million), equity contracts purchased ($5,434 million vs. $4,016 million), sold ($2,189 million vs. $2,165 million), other contracts purchased ($2,769 million vs. $2,113 million), and sold ($1,242 million vs. $811 million).", - "page_nums": [], - "file_path": "tables/table-29 Derivative Assets and Liabilities at Fair Value.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "d7f38500-41ab-5488-951e-0a6105cf64e1", - "type": "table", - "content": "tables/table-30 Derivative Assets and Liabilities as of June 30, 2025 and 2024.html", - "path": "tables/table-30 Derivative Assets and Liabilities as of June 30, 2025 and 2024.html", - "metadata": { - "length": 83, - "summary": "table-30\nThe table shows derivative assets and liabilities, gross and net, for June 30, 2025 and 2024. Gross assets were $758 million (2025) and $331 million (2024); gross liabilities were $(1,837) million and $(800) million. Net assets were $500 million and $180 million; net liabilities were $(1,676) million and $(752) million. Offsets and cash collateral reduced gross amounts.", - "page_nums": [], - "file_path": "tables/table-30 Derivative Assets and Liabilities as of June 30, 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "9b401ce0-62b5-57f2-81a9-f1ae471ae44e", - "type": "table", - "content": "tables/table-31 Derivative Assets and Liabilities by Fair Value Hierarchy.html", - "path": "tables/table-31 Derivative Assets and Liabilities by Fair Value Hierarchy.html", - "metadata": { - "length": 78, - "summary": "table-31\nDerivative assets totaled $758 million at June 30, 2025, with $1 million in Level 1, $474 million in Level 2, and $283 million in Level 3; derivative liabilities were $(1,837) million, including $(1,832) million in Level 2 and $(5) million in Level 3. At June 30, 2024, assets were $331 million (Level 1: $0, Level 2: $327, Level 3: $4) and liabilities were $(800) million (Level 1: $(1), Level 2: $(799), Level 3: $0).", - "page_nums": [], - "file_path": "tables/table-31 Derivative Assets and Liabilities by Fair Value Hierarchy.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "774362b2-4d34-5748-b999-a72bfbf1e1ee", - "type": "table", - "content": "tables/table-32 Line 1_ Derivative Instruments and Hedging Activities Fair Value and Cash Flow Hedges.html", - "path": "tables/table-32 Line 1_ Derivative Instruments and Hedging Activities Fair Value and Cash Flow Hedges.html", - "metadata": { - "length": 106, - "summary": "table-32\nLine 2: For fiscal years 2025, 2024, and 2023, fair value hedge interest rate contracts show derivative gains/losses of $5, $(23), $(65) and hedged items of $(45), $(25), $38. Cash flow hedge FX reclassifications: $103, $(48), $61. Non-designated FX: $(938), $367, $(73); equity: $(266), $(177), $(420); other: $21, $(15), $(41).", - "page_nums": [], - "file_path": "tables/table-32 Line 1_ Derivative Instruments and Hedging Activities Fair Value and Cash Flow Hedges.html", - "keywords": [ - "Line 3:" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "4911001d-4060-58e9-815b-96f22f51545b", - "type": "table", - "content": "tables/table-33 Cash Flow Hedging Instruments - Foreign Exchange Contracts.html", - "path": "tables/table-33 Cash Flow Hedging Instruments - Foreign Exchange Contracts.html", - "metadata": { - "length": 79, - "summary": "table-33\nForeign exchange contracts designated as cash flow hedging instruments show gains of $77 million in 2025, losses of $(14) million in 2024, and gains of $34 million in 2023, all included in effectiveness assessment.", - "page_nums": [], - "file_path": "tables/table-33 Cash Flow Hedging Instruments - Foreign Exchange Contracts.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "67202e30-5eeb-5d05-a101-99d342e69724", - "type": "table", - "content": "tables/table-34 Property, Plant and Equipment.html", - "path": "tables/table-34 Property, Plant and Equipment.html", - "metadata": { - "length": 50, - "summary": "table-34\nThe table shows property, plant and equipment at cost and net of accumulated depreciation as of June 30, 2025 and 2024. Total at cost increased from $212,012 million to $298,619 million, with buildings and improvements rising from $93,943 to $137,921 million. Accumulated depreciation grew from $76,421 to $93,653 million, resulting in net totals of $204,966 million (2025) and $135,591 million (2024).", - "page_nums": [], - "file_path": "tables/table-34 Property, Plant and Equipment.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "9a5bfc83-30b1-5018-8ff7-41a738c3dc90", - "type": "table", - "content": "tables/table-35 Purchase Price Allocation Table.html", - "path": "tables/table-35 Purchase Price Allocation Table.html", - "metadata": { - "length": 52, - "summary": "table-35\nThe table shows the allocation of a total purchase price of $75,408 million, with major components including cash and cash equivalents of $12,976 million, goodwill of $51,001 million, intangible assets of $21,969 million, and other assets of $2,503 million, offset by liabilities such as long-term debt of $2,799 million, long-term income taxes of $1,946 million, deferred income taxes of $4,676 million, and other liabilities of $3,620 million.", - "page_nums": [], - "file_path": "tables/table-35 Purchase Price Allocation Table.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "48034024-9c74-53e3-9b34-c6cf7c84825d", - "type": "table", - "content": "tables/table-36 Fair value of intangible assets acquired.html", - "path": "tables/table-36 Fair value of intangible assets acquired.html", - "metadata": { - "length": 61, - "summary": "table-36\nThe table shows acquired intangible assets with a total fair value of $21,969 million and a weighted average life of 15 years. Marketing-related intangibles are the largest at $11,619 million (24 years), followed by technology-based at $9,689 million (4 years) and customer-related at $661 million (4 years).", - "page_nums": [], - "file_path": "tables/table-36 Fair value of intangible assets acquired.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "6c9eaeba-45ae-5065-9440-b0d0155eab20", - "type": "table", - "content": "tables/table-37 Microsoft Fiscal Year 2024 and 2023 Financial Highlights.html", - "path": "tables/table-37 Microsoft Fiscal Year 2024 and 2023 Financial Highlights.html", - "metadata": { - "length": 77, - "summary": "table-37\nMicrosoft reported revenue of $247,442 million for fiscal year 2024, up from $219,790 million in 2023, with net income rising to $88,308 million from $71,383 million, and diluted earnings per share increasing to $11.82 from $9.55.", - "page_nums": [], - "file_path": "tables/table-37 Microsoft Fiscal Year 2024 and 2023 Financial Highlights.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "7bd19c3e-a5c9-5270-a340-a4edc82d6206", - "type": "table", - "content": "tables/table-38 Microsoft Segment Goodwill Rollforward.html", - "path": "tables/table-38 Microsoft Segment Goodwill Rollforward.html", - "metadata": { - "length": 59, - "summary": "table-38\nMicrosoft's goodwill by segment increased from $67,886 million at June 30, 2023 to $119,220 million at June 30, 2024, driven by $51,235 million in acquisitions (mainly More Personal Computing), then to $119,509 million by June 30, 2025, with $289 million in other changes; Productivity and Business Processes grew from $31,359 to $31,457, Intelligent Cloud from $25,676 to $25,689, and More Personal Computing from $10,851 to $62,363.", - "page_nums": [], - "file_path": "tables/table-38 Microsoft Segment Goodwill Rollforward.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "232454cc-54aa-5ec2-a0c2-982930a29730", - "type": "table", - "content": "tables/table-39 Intangible Assets - June 30, 2025 and 2024.html", - "path": "tables/table-39 Intangible Assets - June 30, 2025 and 2024.html", - "metadata": { - "length": 63, - "summary": "table-39\nAs of June 30, 2025, total gross carrying amount of intangible assets was $43,557 million, with accumulated amortization of $20,953 million, resulting in net carrying amount of $22,604 million. This compares to June 30, 2024, when gross was $44,509 million, accumulated amortization was $16,912 million, and net was $27,597 million. Marketing-related net decreased from $13,399 to $12,601; technology-based net fell from $11,172 to $7,601; customer-related net dropped from $2,987 to $2,228; contract-based net rose from $39 to $174.", - "page_nums": [], - "file_path": "tables/table-39 Intangible Assets - June 30, 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "94c04c68-141f-5982-90ac-5f46acfb78bc", - "type": "table", - "content": "tables/table-40 Intangible Assets by Category and Weighted Average Life for Fiscal Years 2025 and 2024.html", - "path": "tables/table-40 Intangible Assets by Category and Weighted Average Life for Fiscal Years 2025 and 2024.html", - "metadata": { - "length": 107, - "summary": "table-40\nThe table shows intangible asset amounts and weighted average lives for fiscal years 2025 and 2024. For 2025, marketing-related assets are $13 million (10 years), technology-based $912 million (9 years), customer-related $0 (0 years), contract-based $171 million (5 years), totaling $1,096 million (9 years). For 2024, marketing-related $11,619 million (24 years), technology-based $10,947 million (4 years), customer-related $660 million (4 years), contract-based $38 million (4 years), totaling $23,264 million (14 years).", - "page_nums": [], - "file_path": "tables/table-40 Intangible Assets by Category and Weighted Average Life for Fiscal Years 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "9ff99e1e-0c88-5acf-bc6c-4cdc1c1ab453", - "type": "table", - "content": "tables/table-41 Year Ending June 30, 2026 to 2030 and Thereafter Lease Payments.html", - "path": "tables/table-41 Year Ending June 30, 2026 to 2030 and Thereafter Lease Payments.html", - "metadata": { - "length": 84, - "summary": "table-41\nThe table shows future minimum lease payments by fiscal year: 2026 at $4,594 million, 2027 at $2,901 million, 2028 at $2,034 million, 2029 at $1,851 million, 2030 at $1,382 million, and $9,842 million thereafter, totaling $22,604 million.", - "page_nums": [], - "file_path": "tables/table-41 Year Ending June 30, 2026 to 2030 and Thereafter Lease Payments.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "203d64ab-9b51-5ee5-830b-f7042569057c", - "type": "table", - "content": "tables/table-42 Long-term Debt Issuances and Maturities as of June 30, 2025 and 2024.html", - "path": "tables/table-42 Long-term Debt Issuances and Maturities as of June 30, 2025 and 2024.html", - "metadata": { - "length": 89, - "summary": "table-42\nTotal face value of debt is $49,206 million at June 30, 2025, down from $51,221 million at June 30, 2024; after adjustments for discounts, hedge fair value, and premium on debt exchange, total debt is $43,151 million (2025) and $44,937 million (2024), with long-term debt of $40,152 million and $42,688 million, respectively; largest issuance is 2015's $23.8 billion with maturities 2025–2055.", - "page_nums": [], - "file_path": "tables/table-42 Long-term Debt Issuances and Maturities as of June 30, 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "2a31a2e6-10ff-5f17-b76c-be44e548759b", - "type": "table", - "content": "tables/table-43 Line 1_ Future Minimum Lease Payments Table.html", - "path": "tables/table-43 Line 1_ Future Minimum Lease Payments Table.html", - "metadata": { - "length": 64, - "summary": "table-43\nLine 2: The table shows future minimum lease payments by fiscal year, with $3,000 million in 2026, $9,250 million in 2027, $0 in 2028, $2,054 million in 2029, $0 in 2030, and $34,902 million thereafter, totaling $49,206 million.", - "page_nums": [], - "file_path": "tables/table-43 Line 1_ Future Minimum Lease Payments Table.html", - "keywords": [ - "Line 3:" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "a38735ed-f1e5-59f3-b5b1-bb9c3195605b", - "type": "table", - "content": "tables/table-44 Provision for Income Taxes by Category for Fiscal Years Ended June 30, 2025, 2024, and 2023.html", - "path": "tables/table-44 Provision for Income Taxes by Category for Fiscal Years Ended June 30, 2025, 2024, and 2023.html", - "metadata": { - "length": 112, - "summary": "table-44\nThe table shows current and deferred tax provisions for U.S. federal, state and local, and foreign taxes. Total current taxes rose from $23,009 million in 2023 to $24,389 million in 2024 and $28,851 million in 2025. Deferred taxes were net benefits of $6,059 million (2023), $4,738 million (2024), and $7,056 million (2025). Total provision for income taxes increased from $16,950 million (2023) to $19,651 million (2024) and $21,795 million (2025). Foreign current taxes jumped from $6,678 million to $11,423 million over the period.", - "page_nums": [], - "file_path": "tables/table-44 Provision for Income Taxes by Category for Fiscal Years Ended June 30, 2025, 2024, and 2023.html", - "keywords": [ - "U.S. federal", - "U.S. state and local", - "Foreign" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "35db7d9d-f52f-5807-9862-a55597bd303b", - "type": "table", - "content": "tables/table-45 Income before income taxes by geographic region for fiscal years 2023-2025.html", - "path": "tables/table-45 Income before income taxes by geographic region for fiscal years 2023-2025.html", - "metadata": { - "length": 95, - "summary": "table-45\nU.S. income before taxes rose from $52,917 million in 2023 to $62,886 million in 2024 and $69,212 million in 2025; foreign income increased from $36,394 million to $44,901 million and $54,415 million; total income before taxes grew from $89,311 million to $107,787 million and $123,627 million.", - "page_nums": [], - "file_path": "tables/table-45 Income before income taxes by geographic region for fiscal years 2023-2025.html", - "keywords": [ - "U.S." - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "efea2194-29ab-5e8e-9e8a-b1ade3dc4796", - "type": "table", - "content": "tables/table-46 Effective Tax Rate Reconciliation for Fiscal Years 2023-2025.html", - "path": "tables/table-46 Effective Tax Rate Reconciliation for Fiscal Years 2023-2025.html", - "metadata": { - "length": 81, - "summary": "table-46\nThe effective tax rate decreased from 19.0% in 2023 to 18.2% in 2024 and 17.6% in 2025, with the federal statutory rate at 21.0% each year. Key adjustments include foreign earnings taxed at lower rates (-1.5% in 2025), FDII deduction (-1.0%), state taxes (+1.5%), R&D credit (-1.1%), stock-based compensation benefits (-0.9%), interest (+1.0%), and other items (-1.4%).", - "page_nums": [], - "file_path": "tables/table-46 Effective Tax Rate Reconciliation for Fiscal Years 2023-2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "37e9fc8e-3678-5a29-9e1e-7562a9ca8023", - "type": "table", - "content": "tables/table-47 Deferred Income Tax Assets and Liabilities as of June 30, 2025 and 2024.html", - "path": "tables/table-47 Deferred Income Tax Assets and Liabilities as of June 30, 2025 and 2024.html", - "metadata": { - "length": 92, - "summary": "table-47\nNet deferred income tax assets increased from $19,652 million in 2024 to $26,273 million in 2025, with total deferred tax assets of $47,112 million (net of $1,169 million valuation allowance) and deferred tax liabilities of $19,670 million; largest asset components include capitalized R&D ($16,891 million) and leasing liabilities ($12,874 million).", - "page_nums": [], - "file_path": "tables/table-47 Deferred Income Tax Assets and Liabilities as of June 30, 2025 and 2024.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "84b6f224-48d2-548e-bb74-41134065a57a", - "type": "table", - "content": "tables/table-48 Unrecognized Tax Benefits Rollforward.html", - "path": "tables/table-48 Unrecognized Tax Benefits Rollforward.html", - "metadata": { - "length": 58, - "summary": "table-48\nThe unrecognized tax benefits increased from $17,120 million in 2023 to $22,760 million in 2024, then to $24,729 million in 2025. Key changes include current-year increases of $2,066 (2025) and $1,903 (2024), prior-year increases of $468 (2025) and $4,289 (2024), and settlements decreasing by $240 (2025) and $76 (2024).", - "page_nums": [], - "file_path": "tables/table-48 Unrecognized Tax Benefits Rollforward.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "db4a750b-c288-58dc-99c2-ff1f5efc436f", - "type": "table", - "content": "tables/table-49 Microsoft Segment Revenue Comparison June 30 2025 vs 2024.html", - "path": "tables/table-49 Microsoft Segment Revenue Comparison June 30 2025 vs 2024.html", - "metadata": { - "length": 78, - "summary": "table-49\nProductivity and Business Processes revenue increased from $43,599 million in 2024 to $50,567 million in 2025; Intelligent Cloud rose from $13,683 million to $14,022 million; More Personal Computing fell from $2,902 million to $2,676 million; total revenue grew from $60,184 million to $67,265 million.", - "page_nums": [], - "file_path": "tables/table-49 Microsoft Segment Revenue Comparison June 30 2025 vs 2024.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "087287ba-e4d1-5ad9-b7be-1fdffdd0a05f", - "type": "table", - "content": "tables/table-50 Unearned Revenue Rollforward for Year Ended June 30, 2025.html", - "path": "tables/table-50 Unearned Revenue Rollforward for Year Ended June 30, 2025.html", - "metadata": { - "length": 78, - "summary": "table-50\nThe table shows unearned revenue beginning at $60,184 million, with $186,957 million deferred and $179,876 million recognized, resulting in an ending balance of $67,265 million for the year ended June 30, 2025.", - "page_nums": [], - "file_path": "tables/table-50 Unearned Revenue Rollforward for Year Ended June 30, 2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "4452390e-74dd-5620-b691-6e58c8dc77de", - "type": "table", - "content": "tables/table-51 Lease Cost Components for Fiscal Years 2023-2025.html", - "path": "tables/table-51 Lease Cost Components for Fiscal Years 2023-2025.html", - "metadata": { - "length": 69, - "summary": "table-51\nOperating lease cost increased from $2,875 million in 2023 to $3,555 million in 2024 and $5,524 million in 2025. Total finance lease cost rose from $1,853 million in 2023 to $2,534 million in 2024 and $4,825 million in 2025, including amortization and interest components.", - "page_nums": [], - "file_path": "tables/table-51 Lease Cost Components for Fiscal Years 2023-2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "28d25b09-4699-514f-8b98-01fc0bd50366", - "type": "table", - "content": "tables/table-52 Lease Payments and Right-of-Use Assets Obtained in Exchange for Lease Obligations.html", - "path": "tables/table-52 Lease Payments and Right-of-Use Assets Obtained in Exchange for Lease Obligations.html", - "metadata": { - "length": 102, - "summary": "table-52\nCash paid for operating leases was $4,931M in 2025, $3,550M in 2024, and $2,706M in 2023; finance lease operating cash flows were $1,372M, $734M, and $501M; financing cash flows from finance leases were $2,283M, $1,286M, and $1,056M. Right-of-use assets obtained: operating leases $7,826M, $6,703M, $3,514M; finance leases $20,511M, $11,633M, $3,128M.", - "page_nums": [], - "file_path": "tables/table-52 Lease Payments and Right-of-Use Assets Obtained in Exchange for Lease Obligations.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "da108065-e4c5-5301-95cb-bfa49a12d84f", - "type": "table", - "content": "tables/table-53 Lease Balances and Weighted Average Lease Terms and Discount Rates.html", - "path": "tables/table-53 Lease Balances and Weighted Average Lease Terms and Discount Rates.html", - "metadata": { - "length": 87, - "summary": "table-53\nThe table shows operating lease right-of-use assets of $24,823 million and total operating lease liabilities of $22,861 million as of June 30, 2025, compared to $18,961 million and $19,077 million in 2024. Finance lease property and equipment net is $44,015 million (2025) versus $25,862 million (2024), with total finance lease liabilities of $46,172 million (2025) and $27,145 million (2024). Weighted average remaining lease terms are 6 years (operating) and 13 years (finance) in 2025; discount rates are 3.5% and 4.2%, respectively.", - "page_nums": [], - "file_path": "tables/table-53 Lease Balances and Weighted Average Lease Terms and Discount Rates.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "e267be8c-3565-5cd5-9a8a-d0d1596d29f2", - "type": "table", - "content": "tables/table-54 Lease Maturities for Operating and Finance Leases.html", - "path": "tables/table-54 Lease Maturities for Operating and Finance Leases.html", - "metadata": { - "length": 70, - "summary": "table-54\nThe table shows future minimum lease payments for operating and finance leases as of year ending June 30, with annual amounts from 2026 to 2030 and thereafter. Operating lease payments total $25,481 million, with imputed interest of $2,620 million, resulting in a total of $22,861 million. Finance lease payments total $60,506 million, with imputed interest of $14,334 million, resulting in a total of $46,172 million. The largest single-year amounts are $6,111 million (operating, 2026) and $36,251 million (finance, thereafter).", - "page_nums": [], - "file_path": "tables/table-54 Lease Maturities for Operating and Finance Leases.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "36c1f271-f9e2-5fb3-b351-1f862f2b95fe", - "type": "table", - "content": "tables/table-55 Common Stock Outstanding Rollforward.html", - "path": "tables/table-55 Common Stock Outstanding Rollforward.html", - "metadata": { - "length": 57, - "summary": "table-55\nThe table shows common stock outstanding for fiscal years 2025, 2024, and 2023, with beginning balances of 7,434, 7,432, and 7,464 million shares, respectively. Issuances were 31, 34, and 37 million, while repurchases were 31, 32, and 69 million, resulting in ending balances of 7,434, 7,434, and 7,432 million shares.", - "page_nums": [], - "file_path": "tables/table-55 Common Stock Outstanding Rollforward.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "657a22eb-9366-5d37-b1fa-074b1683ae81", - "type": "table", - "content": "tables/table-56 Quarterly Share Repurchase Activity for Fiscal Years 2025, 2024, and 2023.html", - "path": "tables/table-56 Quarterly Share Repurchase Activity for Fiscal Years 2025, 2024, and 2023.html", - "metadata": { - "length": 94, - "summary": "table-56\nThe table shows quarterly share repurchases for fiscal years 2025, 2024, and 2023. In 2025, shares repurchased were 7, 8, 8, and 8 per quarter, totaling 31 shares for $13,000 million. In 2024, quarterly shares were 11, 7, 7, and 7, totaling 32 shares for $11,960 million. In 2023, shares were 17, 20, 18, and 14, totaling 69 shares for $18,400 million. The highest quarterly amount was $4,600 million in 2023 quarters.", - "page_nums": [], - "file_path": "tables/table-56 Quarterly Share Repurchase Activity for Fiscal Years 2025, 2024, and 2023.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "0a3c08c8-285f-5234-ba6e-dcd0afd088ac", - "type": "table", - "content": "tables/table-57 Quarterly Dividend Payment Schedule for Fiscal Years 2024 and 2025.html", - "path": "tables/table-57 Quarterly Dividend Payment Schedule for Fiscal Years 2024 and 2025.html", - "metadata": { - "length": 87, - "summary": "table-57\nThe table lists quarterly dividends for fiscal years 2025 and 2024, with per-share dividends of $0.83 for FY2025 (total $3.32, amount $24,678 million) and $0.75 for FY2024 (total $3.00, amount $22,295 million), each paid across four dates.", - "page_nums": [], - "file_path": "tables/table-57 Quarterly Dividend Payment Schedule for Fiscal Years 2024 and 2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "61be9b16-9678-54c0-89a8-bc758632e3a0", - "type": "table", - "content": "tables/table-58 Accumulated Other Comprehensive Loss by Component.html", - "path": "tables/table-58 Accumulated Other Comprehensive Loss by Component.html", - "metadata": { - "length": 70, - "summary": "table-58\nThe table shows accumulated other comprehensive loss components for fiscal years 2025, 2024, and 2023. Derivatives balance changed from $(3) to $(8) in 2025, investments from $(2,625) to $(1,051), translation adjustments from $(2,962) to $(2,288). Total end-of-period loss: $(3,347) in 2025, $(5,590) in 2024, $(6,343) in 2023.", - "page_nums": [], - "file_path": "tables/table-58 Accumulated Other Comprehensive Loss by Component.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "94b78184-d619-5a1d-b89d-8bb7afb772ab", - "type": "table", - "content": "tables/table-59 Stock-based Compensation Expense and Related Income Tax Benefits for Fiscal Years 2023-2025.html", - "path": "tables/table-59 Stock-based Compensation Expense and Related Income Tax Benefits for Fiscal Years 2023-2025.html", - "metadata": { - "length": 112, - "summary": "table-59\nStock-based compensation expense rose from $9,611 million in 2023 to $10,734 million in 2024 and $11,974 million in 2025; income tax benefits increased from $1,651 million to $1,826 million and $2,027 million over the same periods.", - "page_nums": [], - "file_path": "tables/table-59 Stock-based Compensation Expense and Related Income Tax Benefits for Fiscal Years 2023-2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "309e74c6-6705-520b-a28b-959fb9661644", - "type": "table", - "content": "tables/table-60 Dividends per share and interest rates for fiscal years 2023-2025.html", - "path": "tables/table-60 Dividends per share and interest rates for fiscal years 2023-2025.html", - "metadata": { - "length": 86, - "summary": "table-60\nDividends per share ranged from $0.62 to $0.83 quarterly across fiscal years 2023-2025, with 2025 at $0.75–$0.83, 2024 at $0.68–$0.75, and 2023 at $0.62–$0.68. Interest rates ranged from 2.0% to 5.6%, with 2025 at 3.4%–5.5%, 2024 at 3.8%–5.6%, and 2023 at 2.0%–5.4%.", - "page_nums": [], - "file_path": "tables/table-60 Dividends per share and interest rates for fiscal years 2023-2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "792d3955-3e4a-56a4-8154-2e6d38d6218b", - "type": "table", - "content": "tables/table-61 Nonvested Stock Awards Activity.html", - "path": "tables/table-61 Nonvested Stock Awards Activity.html", - "metadata": { - "length": 52, - "summary": "table-61\nThe table shows nonvested stock awards activity: beginning balance of 88 million shares at $292.28 weighted average grant-date fair value, 39 million granted at $413.90, 38 million vested at $293.25, 7 million forfeited at $317.23, ending balance of 82 million shares at $347.44.", - "page_nums": [], - "file_path": "tables/table-61 Nonvested Stock Awards Activity.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "4e74811f-7ba5-517d-8687-fc6523746a50", - "type": "table", - "content": "tables/table-62 Share Repurchase Activity for Fiscal Years 2023-2025.html", - "path": "tables/table-62 Share Repurchase Activity for Fiscal Years 2023-2025.html", - "metadata": { - "length": 73, - "summary": "table-62\nThe company repurchased 6 million shares in both fiscal 2025 and 2024, and 7 million in 2023, with average prices per share of $385.10, $339.46, and $245.59 respectively, showing rising buyback costs over the three years.", - "page_nums": [], - "file_path": "tables/table-62 Share Repurchase Activity for Fiscal Years 2023-2025.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "0579405f-2c41-52d7-aca9-c24a01e2a411", - "type": "table", - "content": "tables/table-63 Microsoft Segment Operating Income Table.html", - "path": "tables/table-63 Microsoft Segment Operating Income Table.html", - "metadata": { - "length": 61, - "summary": "table-63\nMicrosoft's segment operating income for fiscal years 2025, 2024, and 2023 shows Productivity and Business Processes leading with $69,773M (2025), followed by Intelligent Cloud at $44,589M, and More Personal Computing at $14,166M; total operating income rose from $88,523M (2023) to $128,528M (2025), with total revenue increasing from $211,915M to $281,724M.", - "page_nums": [], - "file_path": "tables/table-63 Microsoft Segment Operating Income Table.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "e3d92df6-6a6e-53d0-abb3-1136d50f5ae9", - "type": "table", - "content": "tables/table-64 United States and Other Countries Revenue by Fiscal Year.html", - "path": "tables/table-64 United States and Other Countries Revenue by Fiscal Year.html", - "metadata": { - "length": 77, - "summary": "table-64\nFor fiscal years 2025, 2024, and 2023, total revenue was $281,724 million, $245,122 million, and $211,915 million, respectively; United States revenue grew from $106,744 million to $144,546 million, and other countries revenue grew from $105,171 million to $137,178 million.", - "page_nums": [], - "file_path": "tables/table-64 United States and Other Countries Revenue by Fiscal Year.html", - "keywords": [ - "United States" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "89bdd525-3b5c-53e1-947e-df3aefb5bdb9", - "type": "table", - "content": "tables/table-65 Microsoft Revenue by Segment for Fiscal Years 2023-2025.html", - "path": "tables/table-65 Microsoft Revenue by Segment for Fiscal Years 2023-2025.html", - "metadata": { - "length": 76, - "summary": "table-65\nMicrosoft's total revenue grew from $211,915 million in fiscal 2023 to $245,122 million in 2024 and $281,724 million in 2025. Server products and cloud services was the largest segment, rising from $65,007M to $79,828M to $98,435M. Microsoft 365 Commercial grew from $66,949M to $76,969M to $87,767M. Gaming increased from $15,466M to $21,503M to $23,455M. Other segments included LinkedIn, Windows and Devices, Search and news advertising, Dynamics, Enterprise and partner services, and Microsoft 365 Consumer.", - "page_nums": [], - "file_path": "tables/table-65 Microsoft Revenue by Segment for Fiscal Years 2023-2025.html", - "keywords": [ - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "f84caf3c-647d-582d-a0b5-ddbab86fdb05", - "type": "table", - "content": "tables/table-66 United States and Other Countries Revenue by Fiscal Year.html", - "path": "tables/table-66 United States and Other Countries Revenue by Fiscal Year.html", - "metadata": { - "length": 77, - "summary": "table-66\nThe table shows total revenue of $371,902 million for fiscal year 2025, up from $301,369 million in 2024 and $187,239 million in 2023. United States revenue grew from $114,380 million (2023) to $186,106 million (2024) and $230,069 million (2025); Other countries revenue rose from $72,859 million to $115,263 million and $141,833 million over the same periods.", - "page_nums": [], - "file_path": "tables/table-66 United States and Other Countries Revenue by Fiscal Year.html", - "keywords": [ - "United States" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "6656b43d-55a4-5cfd-9025-359ff3b95182", - "type": "table", - "content": "tables/table-67 Deloitte & Touche LLP signature block.html", - "path": "tables/table-67 Deloitte & Touche LLP signature block.html", - "metadata": { - "length": 58, - "summary": "table-67\nSignature block for Deloitte & Touche LLP, dated July 30, 2025, in Seattle, Washington.", - "page_nums": [], - "file_path": "tables/table-67 Deloitte & Touche LLP signature block.html", - "keywords": [ - "Deloitte & Touche LLP", - "Seattle", - "Washington" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "6b48ae77-7813-5b62-87f3-ff41c622c790", - "type": "table", - "content": "tables/table-68 Microsoft Board of Directors List.html", - "path": "tables/table-68 Microsoft Board of Directors List.html", - "metadata": { - "length": 54, - "summary": "table-68\nThe table lists twelve members of Microsoft's Board of Directors, including Satya Nadella (Chairman and CEO), Sandra E. Peterson (Lead Independent Director), and other executives from companies like Citigroup, Wells Fargo, Disney, and GSK, with committee assignments noted.", - "page_nums": [], - "file_path": "tables/table-68 Microsoft Board of Directors List.html", - "keywords": [ - "Satya Nadella", - "Microsoft Corporation", - "Catherine MacGregor", - "Engie S.A.", - "Carlos Rodriguez", - "Automatic Data Processing, Inc.", - "Reid G. Hoffman", - "Greylock Partners", - "Mark A. L. Mason", - "Citigroup Inc.", - "Charles W. Scharf", - "Wells Fargo & Company", - "Hugh F. Johnston", - "The Walt Disney Company", - "Sandra E. Peterson", - "Clayton, Dubilier & Rice, LLC", - "John W. Stanton", - "Trilogy Partnerships", - "Teri L. List", - "The Gap, Inc.", - "Penny S. Pritzker", - "PSP Partners, LLC", - "Emma N. Walmsley", - "GSK plc" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "fc7f99a2-f90b-53db-9944-c6216c05ea6c", - "type": "table", - "content": "tables/table-69 Microsoft Leadership Table.html", - "path": "tables/table-69 Microsoft Leadership Table.html", - "metadata": { - "length": 47, - "summary": "table-69\nThis table lists Microsoft executives and their titles, including the Chairman and CEO, CFO, and other senior leaders such as the CEO of Microsoft Commercial, Chief Marketing Officer, Chief Human Resources Officer, Vice Chair and President, and Executive Vice President of Strategy and Transformation.", - "page_nums": [], - "file_path": "tables/table-69 Microsoft Leadership Table.html", - "keywords": [ - "Satya Nadella", - "Amy E. Hood", - "Judson B. Althoff", - "Takeshi Numoto", - "Amy L. Coleman", - "Bradford L. Smith", - "Kathleen T. Hogan", - "Microsoft" - ], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "edf99fdb-63b6-532d-a46a-4829e552912c", - "type": "image", - "content": "\nAn FSC MIX certification label indicating paper supporting responsible forestry, featuring the organization's logo and website.\n[images/image-4 FSC Certification Labe.jpeg]\n", - "path": "images/image-4 FSC Certification Labe.jpeg", - "metadata": { - "length": 174, - "summary": "image-4\nAn FSC MIX certification label indicating paper supporting responsible forestry, featuring the organization's logo and website.", - "page_nums": [], - "file_path": "images/image-4 FSC Certification Labe.jpeg", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "473dd805-f6b7-57f9-ae47-fbbf9a67daad", - "type": "text", - "content": "U.S. income before taxes rose from $52,917 million in 2023 to $62,886 million in 2024 and $69,212 million in 2025; foreign income increased from $36,394 million to $44,901 million and $54,415 million; total income before taxes grew from $89,311 million to $107,787 million and $123,627 million.\n[tables/table-45 Income before income taxes by geographic region for fiscal years 2023-2025.html]\n\nEffective Tax Rate\nThe items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows:\n\nThe effective tax rate decreased from 19.0% in 2023 to 18.2% in 2024 and 17.6% in 2025, with the federal statutory rate at 21.0% each year. Key adjustments include foreign earnings taxed at lower rates (-1.5% in 2025), FDII deduction (-1.0%), state taxes (+1.5%), R&D credit (-1.1%), stock-based compensation benefits (-0.9%), interest (+1.0%), and other items (-1.4%).\n[tables/table-46 Effective Tax Rate Reconciliation for Fiscal Years 2023-2025.html]\n\nThe decrease from the federal statutory rate in fiscal years 2025, 2024, and 2023 is primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland. In fiscal years 2025, 2024, and 2023, our foreign regional operating center in Ireland, which is taxed at a rate lower than the U.S. rate, generated 81%, 83%, and 81% of our foreign income before tax. Other reconciling items, net consists primarily of tax credits and the U.S. global intangible low-taxed income tax, and in fiscal year 2024, includes tax benefits from tax law changes. In fiscal year 2024, tax benefits from tax law changes primarily relate to the delay of the effective date of final foreign tax credit regulations. In fiscal years 2025, 2024, and 2023, there were no individually significant other reconciling items.\nThe decrease in our effective tax rate for fiscal year 2025 compared to fiscal year 2024 was due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries. The decrease in our effective tax rate for fiscal year 2024 compared to fiscal year 2023 was primarily due to tax benefits from tax law changes, including the delay of the effective date of final foreign tax credit regulations.\nThe components of the deferred income tax assets and liabilities were as follows:\n\nNet deferred income tax assets increased from $19,652 million in 2024 to $26,273 million in 2025, with total deferred tax assets of $47,112 million (net of $1,169 million valuation allowance) and deferred tax liabilities of $19,670 million; largest asset components include capitalized R&D ($16,891 million) and leasing liabilities ($12,874 million).\n[tables/table-47 Deferred Income Tax Assets and Liabilities as of June 30, 2025 and 2024.html]\n\nDeferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered.\nAs of June 30, 2025, we had federal, state, and foreign net operating loss carryforwards of $390 million, $836 million, and $2.6 billion, respectively. The federal and state net operating loss carryforwards have varying expiration dates ranging from fiscal year 2026 to 2045 or indefinite carryforward periods, if not utilized. The majority of our foreign net operating loss carryforwards do not expire. Certain acquired net operating loss carryforwards are subject to an annual limitation but are expected to be realized with the exception of those which have a valuation allowance. As of June 30, 2025, we had $816 million federal capital loss carryforwards for U.S. tax purposes. The federal capital loss carryforwards will expire in fiscal year 2030 if not utilized.\nThe valuation allowance disclosed in the table above relates to the foreign net operating loss carryforwards, federal capital loss carryforwards, and other net deferred tax assets that may not be realized.\nIncome taxes paid, net of refunds, were $28.7 billion, $23.4 billion, and $23.1 billion in fiscal years 2025, 2024, and 2023, respectively.\nUncertain Tax Positions", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 1", - "metadata": { - "length": 4272, - "summary": "The text discusses U.S. and foreign income before taxes for fiscal years 2023-2025, showing increases in both. U.S. income rose from $52,917 million in 2023 to $62,886 million in 2024 and $69,212 million in 2025; foreign income increased from $36,394 million to $44,901 million and $54,415 million; total income before taxes grew from $89,311 million to $107,787 million and $123,627 million. The effective tax rate decreased from 19.0% in 2023 to 18.2% in 2024 and 17.6% in 2025, with the federal statutory rate at 21.0% each year. Key adjustments include foreign earnings taxed at lower rates (-1.5% in 2025), FDII deduction (-1.0%), state taxes (+1.5%), R&D credit (-1.1%), stock-based compensation benefits (-0.9%), interest (+1.0%), and other items (-1.4%). The decrease is primarily due to earnings taxed at lower rates in foreign jurisdictions, especially through the Ireland regional operations center, which generated 81%, 83%, and 81% of foreign income before tax in 2025, 2024, and 2023, respectively. Net deferred income tax assets increased from $19,652 million in 2024 to $26,273 million in 2025, with total deferred tax assets of $47,112 million (net of $1,169 million valuation allowance) and deferred tax liabilities of $19,670 million; largest asset components include capitalized R&D ($16,891 million) and leasing liabilities ($12,874 million). As of June 30, 2025, federal, state, and foreign net operating loss carryforwards were $390 million, $836 million, and $2.6 billion, respectively. Federal capital loss carryforwards were $816 million, expiring in fiscal year 2030. 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If recognized, the resulting tax benefit would affect our effective tax rates for fiscal years 2025, 2024, and 2023 by $21.2 billion, $19.6 billion, and $14.4 billion, respectively.\nAs of June 30, 2025, 2024, and 2023, we had accrued interest expense related to uncertain tax positions of $8.2 billion, $6.8 billion, and $5.2 billion, respectively, net of income tax benefits. The provision for income taxes for fiscal years 2025, 2024, and 2023 included interest expense related to uncertain tax positions of $1.3 billion, $1.5 billion, and $918 million, respectively, net of income tax benefits.\nThe aggregate changes in the gross unrecognized tax benefits related to uncertain tax positions were as follows:\n\nThe unrecognized tax benefits increased from $17,120 million in 2023 to $22,760 million in 2024, then to $24,729 million in 2025. Key changes include current-year increases of $2,066 (2025) and $1,903 (2024), prior-year increases of $468 (2025) and $4,289 (2024), and settlements decreasing by $240 (2025) and $76 (2024).\n[tables/table-48 Unrecognized Tax Benefits Rollforward.html]\n\nWe remain under audit by the IRS for tax years 2014 to 2017. With respect to the audit for tax years 2004 to 2013, on September 26, 2023, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. As of June 30, 2025, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our income tax contingencies for these issues within the next 12 months.\nWe are subject to income tax in many jurisdictions outside the U.S., some of which are currently under audit by local tax authorities. The resolution of these audits is not expected to be material to our consolidated financial statements. Our operations in Ireland remain subject to examination for tax years 2020 and thereafter.\nNOTE 12 — UNEARNED REVENUE\nUnearned revenue by segment was as follows:\n\nProductivity and Business Processes revenue increased from $43,599 million in 2024 to $50,567 million in 2025; Intelligent Cloud rose from $13,683 million to $14,022 million; More Personal Computing fell from $2,902 million to $2,676 million; total revenue grew from $60,184 million to $67,265 million.\n[tables/table-49 Microsoft Segment Revenue Comparison June 30 2025 vs 2024.html]\n\nWe have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.\nChanges in unearned revenue were as follows:\n\nThe table shows unearned revenue beginning at $60,184 million, with $186,957 million deferred and $179,876 million recognized, resulting in an ending balance of $67,265 million for the year ended June 30, 2025.\n[tables/table-50 Unearned Revenue Rollforward for Year Ended June 30, 2025.html]\n\nRevenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $375 billion as of June 30, 2025, of which $368 billion is related to the commercial portion of revenue. We expect to recognize approximately 40% of our total company remaining performance obligation revenue over the next 12 months and the remainder thereafter.\nNOTE 13 — LEASES\nWe have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment. Our leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.\nThe components of lease expense were as follows:", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 2", - "metadata": { - "length": 4432, - "summary": "The text discusses Microsoft's unrecognized tax benefits, which were $24.7 billion, $22.8 billion, and $17.1 billion as of June 30, 2025, 2024, and 2023, respectively. If recognized, these would affect effective tax rates by $21.2 billion, $19.6 billion, and $14.4 billion for those years. Accrued interest expense related to uncertain tax positions was $8.2 billion, $6.8 billion, and $5.2 billion for the same periods, with provisions for income taxes including interest expense of $1.3 billion, $1.5 billion, and $918 million. The gross unrecognized tax benefits increased from $17,120 million in 2023 to $22,760 million in 2024, then to $24,729 million in 2025, with current-year increases of $2,066 (2025) and $1,903 (2024), prior-year increases of $468 (2025) and $4,289 (2024), and settlements decreasing by $240 (2025) and $76 (2024). Microsoft is under IRS audit for tax years 2014-2017 and received Notices of Proposed Adjustment for 2004-2013 seeking an additional $28.9 billion plus penalties and interest, which they plan to contest. Unearned revenue by segment increased from $60,184 million in 2024 to $67,265 million in 2025, with Productivity and Business Processes rising from $43,599 million to $50,567 million, Intelligent Cloud from $13,683 million to $14,022 million, and More Personal Computing falling from $2,902 million to $2,676 million. The changes in unearned revenue show a beginning balance of $60,184 million, $186,957 million deferred, $179,876 million recognized, and an ending balance of $67,265 million. Revenue allocated to remaining performance obligations was $375 billion as of June 30, 2025, with $368 billion related to commercial revenue, and about 40% expected to be recognized over the next 12 months. 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Total finance lease cost rose from $1,853 million in 2023 to $2,534 million in 2024 and $4,825 million in 2025, including amortization and interest components.\n[tables/table-51 Lease Cost Components for Fiscal Years 2023-2025.html]\n\nSupplemental cash flow information related to leases was as follows:\n\nCash paid for operating leases was $4,931M in 2025, $3,550M in 2024, and $2,706M in 2023; finance lease operating cash flows were $1,372M, $734M, and $501M; financing cash flows from finance leases were $2,283M, $1,286M, and $1,056M. Right-of-use assets obtained: operating leases $7,826M, $6,703M, $3,514M; finance leases $20,511M, $11,633M, $3,128M.\n[tables/table-52 Lease Payments and Right-of-Use Assets Obtained in Exchange for Lease Obligations.html]\n\nSupplemental balance sheet information related to leases was as follows:\n\nThe table shows operating lease right-of-use assets of $24,823 million and total operating lease liabilities of $22,861 million as of June 30, 2025, compared to $18,961 million and $19,077 million in 2024. Finance lease property and equipment net is $44,015 million (2025) versus $25,862 million (2024), with total finance lease liabilities of $46,172 million (2025) and $27,145 million (2024). Weighted average remaining lease terms are 6 years (operating) and 13 years (finance) in 2025; discount rates are 3.5% and 4.2%, respectively.\n[tables/table-53 Lease Balances and Weighted Average Lease Terms and Discount Rates.html]\n\nThe following table outlines maturities of our lease liabilities as of June 30, 2025:\n\nThe table shows future minimum lease payments for operating and finance leases as of year ending June 30, with annual amounts from 2026 to 2030 and thereafter. Operating lease payments total $25,481 million, with imputed interest of $2,620 million, resulting in a total of $22,861 million. Finance lease payments total $60,506 million, with imputed interest of $14,334 million, resulting in a total of $46,172 million. The largest single-year amounts are $6,111 million (operating, 2026) and $36,251 million (finance, thereafter).\n[tables/table-54 Lease Maturities for Operating and Finance Leases.html]\n\nAs of June 30, 2025, we had additional leases, primarily for datacenters, that had not yet commenced of $92.7 billion. These leases will commence between fiscal year 2026 and fiscal year 2031 with lease terms of 1 year to 20 years.\nNOTE 14 — CONTINGENCIES\nIrish Data Protection Commission Matter\nIn 2018, the Irish Data Protection Commission (“IDPC”) began investigating a complaint against LinkedIn as to whether LinkedIn’s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (“GDPR”). Microsoft cooperated throughout the period of inquiry. In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts, and the next hearing is scheduled for December 2025.\nOther Contingencies\nWe also are subject to a variety of other claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.\nAs of June 30, 2025, we accrued aggregate legal liabilities of $541 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $600 million in aggregate beyond recorded amounts are reasonably possible. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact in our consolidated financial statements for the period in which the effects become reasonably estimable.\nNOTE 15 — STOCKHOLDERS’ EQUITY\nShares Outstanding\nShares of common stock outstanding were as follows:", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 3", - "metadata": { - "length": 4137, - "summary": "The text discusses lease costs, supplemental cash flow and balance sheet information, and future minimum lease payments for operating and finance leases. Operating lease cost increased from $2,875 million in 2023 to $3,555 million in 2024 and $5,524 million in 2025. Total finance lease cost rose from $1,853 million in 2023 to $2,534 million in 2024 and $4,825 million in 2025. Cash paid for operating leases was $4,931M in 2025, $3,550M in 2024, and $2,706M in 2023. Right-of-use assets obtained for operating leases were $7,826M, $6,703M, $3,514M; for finance leases $20,511M, $11,633M, $3,128M. As of June 30, 2025, operating lease right-of-use assets were $24,823 million and total operating lease liabilities $22,861 million; finance lease property and equipment net was $44,015 million with total finance lease liabilities of $46,172 million. Weighted average remaining lease terms are 6 years (operating) and 13 years (finance); discount rates are 3.5% and 4.2%. Future minimum lease payments total $25,481 million for operating leases (imputed interest $2,620 million) and $60,506 million for finance leases (imputed interest $14,334 million). Additional leases not yet commenced total $92.7 billion. The text also covers contingencies: the Irish Data Protection Commission matter involving LinkedIn, and other legal contingencies with accrued liabilities of $541 million and reasonably possible losses up to $600 million beyond recorded amounts.", - "page_nums": [], - "tokens": [ - "Operating", - "lease", - "cost", - "increased", - "875", - "million", - "2023", - "555", - "2024", - "524", - "2025", - "Total", - "finance", - "rose", - "853", - "534", - "825", - "including", - "amortization", - "interest", - "components", - "Supplemental", - "cash", - "flow", - "information", - "related", - "leases", - "Cash", - "paid", - "operating", - "931M", - "550M", - "706M", - "flows", - "372M", - "734M", - "501M", - "financing", - "283M", - "286M", - "056M", - "Right", - "assets", - "obtained", - "826M", - "703M", - "514M", - "20", - "511M", - "11", - "633M", - "128M", - "balance", - "sheet", - "The", - "table", - "shows", - "24", - "823", - "total", - "liabilities", - "22", - "861", - "June", - "30", - "compared", - "18", - "961", - "19", - "077", - "Finance", - "property", - "equipment", - "net", - "44", - "015", - "versus", - "25", - "862", - "46", - "172", - "27", - "145", - "Weighted", - "average", - "remaining", - "terms", - "years", - "13", - "discount", - "rates", - "3.5%", - "4.2%", - "outlines", - "maturities", - "future", - "minimum", - "payments", - "year", - "ending", - "annual", - "amounts", - "2026", - "2030", - "481", - "imputed", - "620", - "resulting", - "60", - "506", - "14", - "334", - "largest", - "single", - "111", - "36", - "251", - "As", - "additional", - "primarily", - "datacenters", - "commenced", - "92.7", - "billion", - "These", - "commence", - "fiscal", - "2031", - "NOTE", - "CONTINGENCIES", - "Irish", - "Data", - "Protection", - "Commission", - "Matter", - "In", - "2018", - "IDPC", - "began", - "investigating", - "complaint", - "LinkedIn", - "targeted", - "advertising", - "practices", - "violated", - "recently", - "implemented", - "European", - "Union", - "General", - "Regulation", - "GDPR", - "Microsoft", - "cooperated", - "period", - "inquiry", - "October", - "provided", - "final", - "decision", - "alleging", - "violations", - "assessing", - "fine", - "November", - "appealed", - "courts", - "hearing", - "scheduled", - "December", - "Other", - "Contingencies", - "We", - "subject", - "variety", - "claims", - "suits", - "arise", - "time", - "ordinary", - "business", - "Although", - "management", - "believes", - "resolving", - "individually", - "aggregate", - "material", - "adverse", - "impact", - "consolidated", - "financial", - "statements", - "matters", - "inherent", - "uncertainties", - "view", - "change", - "accrued", - "legal", - "541", - "While", - "intend", - "defend", - "vigorously", - "outcomes", - "estimate", - "reach", - "approximately", - "600", - "recorded", - "Were", - "unfavorable", - "occur", - "exists", - "possibility", - "effects", - "estimable", - "15", - "STOCKHOLDERS", - "EQUITY", - "Shares", - "Outstanding", - "common", - "stock", - "outstanding" - ], - "keywords": [ - "LinkedIn", - "Irish Data Protection Commission", - "Microsoft" - ], - "connect_to": [ - { - "target": "4452390e-74dd-5620-b691-6e58c8dc77de", - "relation": "embeds", - "ref": "[tables/table-51 Lease Cost Components for Fiscal Years 2023-2025.html]", - "position": { - "start": 273, - "end": 344 - } - }, - { - "target": "28d25b09-4699-514f-8b98-01fc0bd50366", - "relation": "embeds", - "ref": "[tables/table-52 Lease Payments and Right-of-Use Assets Obtained in Exchange for Lease Obligations.html]", - "position": { - "start": 768, - "end": 872 - } - }, - { - "target": "da108065-e4c5-5301-95cb-bfa49a12d84f", - "relation": "embeds", - "ref": "[tables/table-53 Lease Balances and Weighted Average Lease Terms and Discount Rates.html]", - "position": { - "start": 1486, - "end": 1575 - } - }, - { - "target": "e267be8c-3565-5cd5-9a8a-d0d1596d29f2", - "relation": "embeds", - "ref": "[tables/table-54 Lease Maturities for Operating and Finance Leases.html]", - "position": { - "start": 2195, - "end": 2267 - } - } - ] - } - }, - { - "chunk_id": "9bae5843-8789-5ca7-8b7b-4e36c2048ff1", - "type": "text", - "content": "The table shows common stock outstanding for fiscal years 2025, 2024, and 2023, with beginning balances of 7,434, 7,432, and 7,464 million shares, respectively. Issuances were 31, 34, and 37 million, while repurchases were 31, 32, and 69 million, resulting in ending balances of 7,434, 7,434, and 7,432 million shares.\n[tables/table-55 Common Stock Outstanding Rollforward.html]\n\nShare Repurchases\nOn September 14, 2021, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in November 2021 and was completed in April 2025.\nOn September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in April 2025, following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time. As of June 30, 2025, $57.3 billion remained of this $60.0 billion share repurchase program.\nWe repurchased the following shares of common stock under the share repurchase programs:\n\nThe table shows quarterly share repurchases for fiscal years 2025, 2024, and 2023. In 2025, shares repurchased were 7, 8, 8, and 8 per quarter, totaling 31 shares for $13,000 million. In 2024, quarterly shares were 11, 7, 7, and 7, totaling 32 shares for $11,960 million. In 2023, shares were 17, 20, 18, and 14, totaling 69 shares for $18,400 million. The highest quarterly amount was $4,600 million in 2023 quarters.\n[tables/table-56 Quarterly Share Repurchase Activity for Fiscal Years 2025, 2024, and 2023.html]\n\nAll repurchases were made using cash resources. Shares repurchased during the fourth quarter of fiscal year 2025 were under the share repurchase programs approved on September 14, 2021 and September 16, 2024. All other shares repurchased were under the share repurchase program approved on September 14, 2021. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards of $5.4 billion, $5.3 billion, and $3.8 billion for fiscal years 2025, 2024, and 2023, respectively.\nDividends\nOur Board of Directors declared the following dividends:\n\nThe table lists quarterly dividends for fiscal years 2025 and 2024, with per-share dividends of $0.83 for FY2025 (total $3.32, amount $24,678 million) and $0.75 for FY2024 (total $3.00, amount $22,295 million), each paid across four dates.\n[tables/table-57 Quarterly Dividend Payment Schedule for Fiscal Years 2024 and 2025.html]\n\nThe dividend declared on June 10, 2025 was included in other current liabilities as of June 30, 2025.\nNOTE 16 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)\nThe following table summarizes the changes in accumulated other comprehensive income (loss) by component:\n\nThe table shows accumulated other comprehensive loss components for fiscal years 2025, 2024, and 2023. Derivatives balance changed from $(3) to $(8) in 2025, investments from $(2,625) to $(1,051), translation adjustments from $(2,962) to $(2,288). Total end-of-period loss: $(3,347) in 2025, $(5,590) in 2024, $(6,343) in 2023.\n[tables/table-58 Accumulated Other Comprehensive Loss by Component.html]\n\nNOTE 17 — EMPLOYEE STOCK AND SAVINGS PLANS\nWe grant stock-based compensation to employees and directors. Awards that expire or are canceled without delivery of shares generally become available for issuance under the plans. We issue new shares of Microsoft common stock to satisfy vesting of awards granted under our stock plans. We also have an ESPP for all eligible employees.\nStock-based compensation expense and related income tax benefits were as follows:\n\nStock-based compensation expense rose from $9,611 million in 2023 to $10,734 million in 2024 and $11,974 million in 2025; income tax benefits increased from $1,651 million to $1,826 million and $2,027 million over the same periods.\n[tables/table-59 Stock-based Compensation Expense and Related Income Tax Benefits for Fiscal Years 2023-2025.html]\n\nStock Plans\nStock awards entitle the holder to receive shares of Microsoft common stock as the award vests. Stock awards generally vest over a service period of four years or five years.\nExecutive Incentive Plan", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 4", - "metadata": { - "length": 4257, - "summary": "The document reports Microsoft's common stock outstanding for fiscal years 2025, 2024, and 2023, with beginning balances of 7,434, 7,432, and 7,464 million shares, respectively. Issuances were 31, 34, and 37 million, while repurchases were 31, 32, and 69 million, resulting in ending balances of 7,434, 7,434, and 7,432 million shares. It details share repurchase programs: a $60.0 billion program approved on September 14, 2021, completed in April 2025, and another $60.0 billion program approved on September 16, 2024, with $57.3 billion remaining as of June 30, 2025. Quarterly repurchases for fiscal years 2025, 2024, and 2023 totaled 31, 32, and 69 million shares, respectively, with total costs of $13,000 million, $11,960 million, and $18,400 million. The highest quarterly repurchase amount was $4,600 million in 2023. Repurchases were made with cash resources, excluding shares repurchased to settle employee tax withholding of $5.4 billion, $5.3 billion, and $3.8 billion for fiscal years 2025, 2024, and 2023. Dividends declared were $0.83 per share for FY2025 (total $3.32, amount $24,678 million) and $0.75 per share for FY2024 (total $3.00, amount $22,295 million). Accumulated other comprehensive loss components changed: derivatives from $(3) to $(8) in 2025, investments from $(2,625) to $(1,051), translation adjustments from $(2,962) to $(2,288), with total end-of-period losses of $(3,347) in 2025, $(5,590) in 2024, and $(6,343) in 2023. Stock-based compensation expense rose from $9,611 million in 2023 to $10,734 million in 2024 and $11,974 million in 2025; income tax benefits increased from $1,651 million to $1,826 million and $2,027 million over the same periods. 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RSUs generally vest ratably over a service period of four years. PSUs generally vest over a performance period of three years. The number of shares the PSU holder receives is based on the extent to which the corresponding performance goals have been achieved.\nActivity for All Stock Plans\nThe fair value of stock awards was estimated on the date of grant using the following assumptions:\n\nDividends per share ranged from $0.62 to $0.83 quarterly across fiscal years 2023-2025, with 2025 at $0.75–$0.83, 2024 at $0.68–$0.75, and 2023 at $0.62–$0.68. Interest rates ranged from 2.0% to 5.6%, with 2025 at 3.4%–5.5%, 2024 at 3.8%–5.6%, and 2023 at 2.0%–5.4%.\n[tables/table-60 Dividends per share and interest rates for fiscal years 2023-2025.html]\n\nDuring fiscal year 2025, the following activity occurred under our stock plans:\n\nThe table shows nonvested stock awards activity: beginning balance of 88 million shares at $292.28 weighted average grant-date fair value, 39 million granted at $413.90, 38 million vested at $293.25, 7 million forfeited at $317.23, ending balance of 82 million shares at $347.44.\n[tables/table-61 Nonvested Stock Awards Activity.html]\n\n(a) Includes 1 million of PSUs granted at target and performance adjustments above target levels for each of the fiscal years 2025, 2024, and 2023.\nAs of June 30, 2025, total unrecognized compensation costs related to stock awards were $21.6 billion. These costs are expected to be recognized over a weighted average period of three years. The weighted average grant-date fair value of stock awards granted was $413.90, $339.46, and $252.59 for fiscal years 2025, 2024, and 2023, respectively. The fair value of stock awards vested was $16.2 billion, $16.0 billion, and $11.9 billion, for fiscal years 2025, 2024, and 2023, respectively. As of June 30, 2025, an aggregate of 98 million shares were authorized for future grant under our stock plans.\nEmployee Stock Purchase Plan\nWe have an ESPP for all eligible employees. Shares of our common stock may be purchased by employees at three-month intervals at 90% of the fair market value on the last trading day of each three-month period. Employees may purchase shares having a value not exceeding 15% of their gross compensation during an offering period.\nEmployees purchased the following shares during the periods presented:\n\nThe company repurchased 6 million shares in both fiscal 2025 and 2024, and 7 million in 2023, with average prices per share of $385.10, $339.46, and $245.59 respectively, showing rising buyback costs over the three years.\n[tables/table-62 Share Repurchase Activity for Fiscal Years 2023-2025.html]\n\nAs of June 30, 2025, 62 million shares of our common stock were reserved for future issuance through the ESPP.\nSavings Plans\nWe have savings plans in the U.S. that qualify under Section 401(k) of the Internal Revenue Code, and a number of savings plans in international locations. Eligible U.S. employees may contribute a portion of their salary into the savings plans, subject to certain limitations. We match a portion of each dollar a participant contributes into the plans. Employer-funded retirement benefits for all plans were $1.8 billion, $1.7 billion, and $1.6 billion in fiscal years 2025, 2024, and 2023, respectively, and were expensed as contributed.\nNOTE 18 — SEGMENT INFORMATION AND GEOGRAPHIC DATA\nIn its operation of the business, management, including our chief operating decision maker (“CODM”), who is also our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements. The primary profitability measure used by the CODM to review segment operating results is operating income. The CODM uses operating income to allocate resources during our annual planning process and throughout the year, as well as to assess the performance of our segments, primarily by monitoring actual results compared to prior periods and expected results. During the periods presented, we reported our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.\nWe have recast certain prior period amounts to conform to the way we internally manage and monitor our business. Refer to Note 1 – Accounting Policies for further information.\nOur reportable segments are described below.", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 5", - "metadata": { - "length": 4498, - "summary": "The text describes Microsoft's stock-based compensation plans, including the Executive Incentive Plan, Employee Stock Purchase Plan (ESPP), and savings plans. It details the vesting of RSUs and PSUs, with RSUs vesting over four years and PSUs over three years. The fair value of stock awards was estimated using assumptions: dividends per share ranged from $0.62 to $0.83 quarterly across fiscal years 2023-2025, with 2025 at $0.75–$0.83, 2024 at $0.68–$0.75, and 2023 at $0.62–$0.68. Interest rates ranged from 2.0% to 5.6%, with 2025 at 3.4%–5.5%, 2024 at 3.8%–5.6%, and 2023 at 2.0%–5.4%. In fiscal 2025, nonvested stock awards activity: beginning balance 88 million shares at $292.28 weighted average grant-date fair value, 39 million granted at $413.90, 38 million vested at $293.25, 7 million forfeited at $317.23, ending balance 82 million shares at $347.44. Unrecognized compensation costs were $21.6 billion as of June 30, 2025, expected to be recognized over three years. Weighted average grant-date fair value of awards granted was $413.90, $339.46, and $252.59 for fiscal years 2025, 2024, and 2023, respectively. Fair value of vested awards was $16.2 billion, $16.0 billion, and $11.9 billion for the same years. 98 million shares were authorized for future grant. The ESPP allows employees to purchase shares at 90% of fair market value, with purchases limited to 15% of gross compensation. Employees purchased 6 million shares in both fiscal 2025 and 2024, and 7 million in 2023, with average prices of $385.10, $339.46, and $245.59 respectively. 62 million shares were reserved for future issuance through ESPP. Savings plans match employee contributions; employer-funded retirement benefits were $1.8 billion, $1.7 billion, and $1.6 billion in fiscal years 2025, 2024, and 2023. 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This segment primarily comprises:\n• Microsoft 365 Commercial products and cloud services, including Microsoft 365 Commercial cloud, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, and Microsoft 365 Copilot; and Microsoft 365 Commercial products, comprising Windows Commercial on-premises and Office licensed on-premises.\n• Microsoft 365 Consumer products and cloud services, including Microsoft 365 Consumer subscriptions, Office licensed on-premises, and other consumer services.\n• LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions.\n• Dynamics products and cloud services, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate; and on-premises ERP and CRM applications.\nIntelligent Cloud\nOur Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that power modern business and developers. This segment primarily comprises:\n• Server products and cloud services, including Azure and other cloud services, comprising cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services; and Server products, comprising SQL Server, Windows Server, Visual Studio, System Center, related Client Access Licenses (“CALs”), and other on-premises offerings.\n• Enterprise and partner services, including Enterprise Support Services, Industry Solutions, Nuance professional services, Microsoft Partner Network, and Learning Experience.\nMore Personal Computing\nOur More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology. This segment primarily comprises:\n• Windows and Devices, including Windows OEM licensing (Windows Pro and non-Pro licenses sold through the OEM channel) and Devices, comprising Surface and PC accessories.\n• Gaming, including Xbox hardware and Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, and other cloud services.\n• Search and news advertising, comprising Bing and Copilot, Microsoft News, Microsoft Edge, and third-party affiliates.\nRevenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin.\nIn addition, certain costs are incurred at a corporate level and allocated to our segments. These allocated costs generally include legal, including settlements and fines, information technology, human resources, finance, excise taxes, field selling, shared facilities services, customer service and support, and severance incurred as part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.\nSegment revenue, cost of revenue, operating expenses, and operating income were as follows during the periods presented:", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 6", - "metadata": { - "length": 4174, - "summary": "The text describes Microsoft's three business segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. It details the products and services in each segment, such as Microsoft 365, LinkedIn, Dynamics 365, Azure, Windows, and Gaming. It also explains revenue and cost allocation methods, including direct attribution and allocation based on relative value, gross margin, or headcount. The text mentions that segment revenue, cost of revenue, operating expenses, and operating income are presented for the periods shown, but the actual financial figures are not included in the provided excerpt.", - "page_nums": [], - "tokens": [ - "Productivity", - "Business", - "Processes", - "Our", - "segment", - "consists", - "products", - "services", - "portfolio", - "productivity", - "communication", - "information", - "spanning", - "variety", - "devices", - "platforms", - "This", - "primarily", - "comprises", - "Microsoft", - "365", - "Commercial", - "cloud", - "including", - "comprising", - "Enterprise", - "Mobility", - "Security", - "portion", - "Windows", - "user", - "Power", - "BI", - "Exchange", - "SharePoint", - "Teams", - "Compliance", - "Copilot", - "premises", - "Office", - "licensed", - "Consumer", - "subscriptions", - "consumer", - "LinkedIn", - "Talent", - "Solutions", - "Marketing", - "Premium", - "Subscriptions", - "Sales", - "Dynamics", - "set", - "intelligent", - "based", - "applications", - "ERP", - "CRM", - "Apps", - "Automate", - "Intelligent", - "Cloud", - "public", - "private", - "hybrid", - "server", - "power", - "modern", - "business", - "developers", - "Server", - "Azure", - "AI", - "consumption", - "GitHub", - "Nuance", - "Healthcare", - "virtual", - "desktop", - "offerings", - "SQL", - "Visual", - "Studio", - "System", - "Center", - "related", - "Client", - "Access", - "Licenses", - "CALs", - "partner", - "Support", - "Services", - "Industry", - "professional", - "Partner", - "Network", - "Learning", - "Experience", - "More", - "Personal", - "Computing", - "put", - "customers", - "center", - "experience", - "technology", - "Devices", - "OEM", - "licensing", - "Pro", - "licenses", - "sold", - "channel", - "Surface", - "PC", - "accessories", - "Gaming", - "Xbox", - "hardware", - "content", - "party", - "games", - "game", - "Game", - "Pass", - "advertising", - "Search", - "news", - "Bing", - "News", - "Edge", - "affiliates", - "Revenue", - "costs", - "generally", - "directly", - "attributed", - "segments", - "However", - "due", - "integrated", - "structure", - "revenue", - "recognized", - "incurred", - "benefit", - "contracts", - "allocated", - "relative", - "underlying", - "include", - "allocation", - "actual", - "prices", - "charged", - "separately", - "estimated", - "profit", - "margin", - "Cost", - "cases", - "methodology", - "Operating", - "expenses", - "relating", - "marketing", - "multiple", - "gross", - "In", - "addition", - "corporate", - "level", - "These", - "legal", - "settlements", - "fines", - "human", - "resources", - "finance", - "excise", - "taxes", - "field", - "selling", - "shared", - "facilities", - "customer", - "service", - "support", - "severance", - "part", - "program", - "Each", - "measured", - "differently", - "specific", - "facts", - "circumstances", - "headcount", - "Segment", - "cost", - "operating", - "income", - "periods", - "presented" - ], - "keywords": [ - "Microsoft 365", - "LinkedIn", - "Dynamics 365", - "Azure", - "Windows", - "Xbox", - "Bing", - "Microsoft Edge", - "Microsoft Partner Network", - "Nuance" - ], - "connect_to": [] - } - }, - { - "chunk_id": "be53fc6d-4967-5b88-99fa-d189e6910e51", - "type": "text", - "content": "Microsoft's segment operating income for fiscal years 2025, 2024, and 2023 shows Productivity and Business Processes leading with $69,773M (2025), followed by Intelligent Cloud at $44,589M, and More Personal Computing at $14,166M; total operating income rose from $88,523M (2023) to $128,528M (2025), with total revenue increasing from $211,915M to $281,724M.\n[tables/table-63 Microsoft Segment Operating Income Table.html]\n\nNo sales to an individual customer or country other than the United States accounted for more than 10% of revenue for fiscal years 2025, 2024, or 2023. Revenue, classified by the major geographic areas in which our customers were located, was as follows:\n\nFor fiscal years 2025, 2024, and 2023, total revenue was $281,724 million, $245,122 million, and $211,915 million, respectively; United States revenue grew from $106,744 million to $144,546 million, and other countries revenue grew from $105,171 million to $137,178 million.\n[tables/table-64 United States and Other Countries Revenue by Fiscal Year.html]\n\n(a) Includes billings to OEMs and certain multinational organizations because of the nature of these businesses and the impracticability of determining the geographic source of the revenue.\nRevenue, classified by significant product and service offerings, was as follows:\n\nMicrosoft's total revenue grew from $211,915 million in fiscal 2023 to $245,122 million in 2024 and $281,724 million in 2025. Server products and cloud services was the largest segment, rising from $65,007M to $79,828M to $98,435M. Microsoft 365 Commercial grew from $66,949M to $76,969M to $87,767M. Gaming increased from $15,466M to $21,503M to $23,455M. Other segments included LinkedIn, Windows and Devices, Search and news advertising, Dynamics, Enterprise and partner services, and Microsoft 365 Consumer.\n[tables/table-65 Microsoft Revenue by Segment for Fiscal Years 2023-2025.html]\n\nOur Microsoft Cloud revenue, which includes Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365, was $168.9 billion, $137.7 billion, and $111.6 billion in fiscal years 2025, 2024, and 2023, respectively. These amounts are included in Microsoft 365 Commercial products and cloud services, Server products and cloud services, LinkedIn, and Dynamics products and cloud services in the table above.\nAssets are not allocated to segments for internal reporting presentations. A portion of amortization and depreciation is included with various other costs in an overhead allocation to each segment. It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.\nLong-lived assets, excluding financial instruments and tax assets, classified by the location of the controlling statutory company and with countries over 10% of the total shown separately, were as follows:\n\nThe table shows total revenue of $371,902 million for fiscal year 2025, up from $301,369 million in 2024 and $187,239 million in 2023. United States revenue grew from $114,380 million (2023) to $186,106 million (2024) and $230,069 million (2025); Other countries revenue rose from $72,859 million to $115,263 million and $141,833 million over the same periods.\n[tables/table-66 United States and Other Countries Revenue by Fiscal Year.html]\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Microsoft Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Microsoft Corporation and subsidiaries (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 7", - "metadata": { - "length": 4296, - "summary": "Microsoft's fiscal year 2025 results show total revenue of $281,724 million, up from $245,122 million in 2024 and $211,915 million in 2023. Operating income rose to $128,528 million in 2025 from $88,523 million in 2023. Segment operating income for 2025: Productivity and Business Processes $69,773M, Intelligent Cloud $44,589M, More Personal Computing $14,166M. Revenue by geography: United States $144,546M (2025), other countries $137,178M (2025). Microsoft Cloud revenue was $168.9B in 2025, $137.7B in 2024, $111.6B in 2023. Long-lived assets total $371,902M in 2025, with United States $230,069M and other countries $141,833M. 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Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenue Recognition – Refer to Note 1 to the financial statements\nCritical Audit Matter Description\nThe Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple licenses of software products and services, including cloud-based services, in its customer agreements through its volume licensing programs.\nSignificant judgment is exercised by the Company in determining revenue recognition for certain customer agreements, and includes the following:\n• Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software licenses and related services that are sold with cloud-based services.\n• The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.\n• Identification and treatment of contract terms that may impact the timing and amount of revenue recognized (e.g., variable consideration, optional purchases, and free services).\n• Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately.\nGiven these factors and due to the volume of transactions, the related audit effort in evaluating management’s judgments in determining revenue recognition for certain customer agreements was extensive and required a high degree of auditor judgment.\nHow the Critical Audit Matter Was Addressed in the Audit\nOur principal audit procedures related to the Company’s revenue recognition for certain customer agreements included the following:", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 8", - "metadata": { - "length": 4318, - "summary": "The text is an excerpt from an audit report. The auditor states that they audited the company's internal control over financial reporting as of June 30, 2025, and expressed an unqualified opinion. The basis for opinion explains that the financial statements are management's responsibility and the auditor's responsibility is to express an opinion. The audit was conducted in accordance with PCAOB standards. The report then discusses a critical audit matter regarding revenue recognition, which involves significant judgment in determining distinct performance obligations, pattern of delivery, contract terms, and stand-alone selling prices. The auditor's procedures included evaluating management's judgments.", - "page_nums": [], - "tokens": [ - "We", - "audited", - "accordance", - "standards", - "Public", - "Company", - "Accounting", - "Oversight", - "Board", - "United", - "States", - "PCAOB", - "internal", - "control", - "financial", - "reporting", - "June", - "30", - "2025", - "based", - "criteria", - "established", - "Internal", - "Control", - "Integrated", - "Framework", - "2013", - "issued", - "Committee", - "Sponsoring", - "Organizations", - "Treadway", - "Commission", - "report", - "dated", - "July", - "expressed", - "unqualified", - "opinion", - "Basis", - "Opinion", - "These", - "statements", - "responsibility", - "management", - "Our", - "express", - "audits", - "public", - "accounting", - "firm", - "registered", - "required", - "independent", - "respect", - "federal", - "securities", - "laws", - "applicable", - "rules", - "regulations", - "Securities", - "Exchange", - "conducted", - "Those", - "require", - "plan", - "perform", - "audit", - "obtain", - "reasonable", - "assurance", - "free", - "material", - "misstatement", - "due", - "error", - "fraud", - "included", - "performing", - "procedures", - "assess", - "risks", - "respond", - "Such", - "examining", - "test", - "basis", - "evidence", - "amounts", - "disclosures", - "evaluating", - "principles", - "significant", - "estimates", - "made", - "presentation", - "provide", - "Critical", - "Audit", - "Matters", - "The", - "critical", - "matters", - "communicated", - "arising", - "current", - "period", - "committee", - "relate", - "accounts", - "involved", - "challenging", - "subjective", - "complex", - "judgments", - "communication", - "alter", - "communicating", - "providing", - "separate", - "opinions", - "Revenue", - "Recognition", - "Refer", - "Note", - "Matter", - "Description", - "recognizes", - "revenue", - "transfer", - "promised", - "products", - "services", - "customers", - "amount", - "reflects", - "consideration", - "expects", - "receive", - "exchange", - "offers", - "ability", - "acquire", - "multiple", - "licenses", - "software", - "including", - "cloud", - "customer", - "agreements", - "volume", - "licensing", - "programs", - "Significant", - "judgment", - "exercised", - "determining", - "recognition", - "includes", - "Determination", - "considered", - "distinct", - "performance", - "obligations", - "accounted", - "separately", - "versus", - "related", - "sold", - "pattern", - "delivery", - "timing", - "recognized", - "obligation", - "Identification", - "treatment", - "contract", - "terms", - "impact", - "variable", - "optional", - "purchases", - "stand", - "selling", - "prices", - "Given", - "factors", - "transactions", - "effort", - "extensive", - "high", - "degree", - "auditor", - "How", - "Was", - "Addressed", - "principal" - ], - "keywords": [ - "Public Company Accounting Oversight Board", - "Securities and Exchange Commission", - "Committee of Sponsoring Organizations of the Treadway Commission" - ], - "connect_to": [] - } - }, - { - "chunk_id": "c3477c6d-6dc2-55a4-8152-29f6e574d464", - "type": "text", - "content": "• We tested the effectiveness of controls related to the identification of distinct performance obligations, the determination of the timing of revenue recognition, and the estimation of variable consideration.\n• We evaluated management’s significant accounting policies related to certain customer agreements for reasonableness.\n• We selected a sample of customer agreements and performed the following procedures:\n Obtained and read contract source documents for each selection, including master agreements, and other documents that were part of the agreement.\n Tested management’s identification and treatment of contract terms.\n Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.\n• We evaluated the reasonableness of management’s estimate of stand-alone selling prices for products and services that are not sold separately.\n• We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.\nIncome Taxes – Uncertain Tax Positions – Refer to Note 11 to the financial statements\nCritical Audit Matter Description\nThe Company’s long-term income taxes liability includes uncertain tax positions related to transfer pricing issues that remain unresolved with the Internal Revenue Service (“IRS”). The Company remains under IRS audit, or subject to IRS audit, for tax years subsequent to 2003. During fiscal year 2024, the Company received Notices of Proposed Adjustments (“NOPAs”) for the tax years 2004 to 2013, primarily related to intercompany transfer pricing. While the Company has settled a portion of the IRS audits, resolution of the remaining matters could have a material impact on the Company’s financial statements.\nConclusions on recognizing and measuring uncertain tax positions involve significant estimates and management judgment and include complex considerations of the Internal Revenue Code, related regulations, tax case laws, and prior-year audit settlements. Given the complexity and the subjective nature of certain transfer pricing issues that remain unresolved with the IRS, evaluating management’s estimates relating to their determination of uncertain tax positions required a high degree of auditor judgment, including involvement of our tax specialists.\nHow the Critical Audit Matter Was Addressed in the Audit\nOur principal audit procedures to evaluate management’s estimates of uncertain tax positions related to unresolved transfer pricing issues included the following:\n• We evaluated management’s methods and assumptions used in the measurement and disclosure of uncertain tax positions, which included testing the effectiveness of the related internal controls.\n• We tested the reasonableness of management’s judgments regarding the future resolution of uncertain tax positions, as follows:\n We evaluated whether management had appropriately considered new information that could significantly change the measurement of the uncertain tax positions.\n We evaluated the reasonableness of management’s estimates by considering how changes in tax law, including statutes, regulations, and recent case law, impacted management’s judgments.\n• We evaluated the appropriateness of the disclosures in relation to the underlying facts, judgments, and conclusions.\n/S/ DELOITTE & TOUCHE LLP\nSeattle, Washington\nJuly 30, 2025\nWe have served as the Company’s auditor since 1983.\nCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE\nNot applicable.\nCONTROLS AND PROCEDURES\nUnder the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.\nREPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 9", - "metadata": { - "length": 4229, - "summary": "The audit report covers procedures for testing revenue recognition, including identification of performance obligations, timing of revenue recognition, and estimation of variable consideration. It also addresses income taxes, specifically uncertain tax positions related to transfer pricing issues with the IRS for tax years 2004-2013. The company received Notices of Proposed Adjustments (NOPAs) for those years. The report includes management's evaluation of disclosure controls and procedures, and the report of management on internal control over financial reporting. The auditor is Deloitte & Touche LLP, and the report is dated July 30, 2025.", - "page_nums": [], - "tokens": [ - "We", - "tested", - "effectiveness", - "controls", - "related", - "identification", - "distinct", - "performance", - "obligations", - "determination", - "timing", - "revenue", - "recognition", - "estimation", - "variable", - "consideration", - "evaluated", - "management", - "significant", - "accounting", - "policies", - "customer", - "agreements", - "reasonableness", - "selected", - "sample", - "performed", - "procedures", - "Obtained", - "read", - "contract", - "source", - "documents", - "selection", - "including", - "master", - "part", - "agreement", - "Tested", - "treatment", - "terms", - "Assessed", - "appropriateness", - "application", - "estimates", - "conclusions", - "estimate", - "stand", - "selling", - "prices", - "products", - "services", - "sold", - "separately", - "mathematical", - "accuracy", - "calculations", - "recognized", - "financial", - "statements", - "Income", - "Taxes", - "Uncertain", - "Tax", - "Positions", - "Refer", - "Note", - "11", - "Critical", - "Audit", - "Matter", - "Description", - "The", - "Company", - "long", - "term", - "income", - "taxes", - "liability", - "includes", - "uncertain", - "tax", - "positions", - "transfer", - "pricing", - "issues", - "remain", - "unresolved", - "Internal", - "Revenue", - "Service", - "IRS", - "remains", - "audit", - "subject", - "years", - "subsequent", - "2003", - "During", - "fiscal", - "year", - "2024", - "received", - "Notices", - "Proposed", - "Adjustments", - "NOPAs", - "2004", - "2013", - "primarily", - "intercompany", - "While", - "settled", - "portion", - "audits", - "resolution", - "remaining", - "matters", - "material", - "impact", - "Conclusions", - "recognizing", - "measuring", - "involve", - "judgment", - "include", - "complex", - "considerations", - "Code", - "regulations", - "case", - "laws", - "prior", - "settlements", - "Given", - "complexity", - "subjective", - "nature", - "evaluating", - "relating", - "required", - "high", - "degree", - "auditor", - "involvement", - "specialists", - "How", - "Was", - "Addressed", - "Our", - "principal", - "evaluate", - "included", - "methods", - "assumptions", - "measurement", - "disclosure", - "testing", - "internal", - "judgments", - "future", - "appropriately", - "considered", - "information", - "significantly", - "change", - "law", - "statutes", - "recent", - "impacted", - "disclosures", - "relation", - "underlying", - "facts", - "DELOITTE", - "TOUCHE", - "LLP", - "Seattle", - "Washington", - "July", - "30", - "2025", - "served", - "1983", - "CHANGES", - "IN", - "AND", - "DISAGREEMENTS", - "WITH", - "ACCOUNTANTS", - "ON", - "ACCOUNTING", - "FINANCIAL", - "DISCLOSURE", - "Not", - "applicable", - "CONTROLS", - "PROCEDURES", - "Under", - "supervision", - "participation", - "Chief", - "Executive", - "Officer", - "Financial", - "Exchange", - "Act", - "Rule", - "13a", - "15", - "end", - "period", - "covered", - "report", - "Based", - "evaluation", - "concluded", - "effective", - "REPORT", - "OF", - "MANAGEMENT", - "INTERNAL", - "CONTROL", - "OVER", - "REPORTING" - ], - "keywords": [ - "Internal Revenue Service", - "IRS", - "Deloitte & Touche LLP", - "Seattle", - "Washington" - ], - "connect_to": [] - } - }, - { - "chunk_id": "ea671ed1-4d5c-5b6f-a998-136f625f9a8c", - "type": "text", - "content": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.\nManagement conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2025. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, 2025; their report follows.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Microsoft Corporation\nOpinion on Internal Control over Financial Reporting\nWe have audited the internal control over financial reporting of Microsoft Corporation and subsidiaries (the “Company”) as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025, of the Company and our report dated July 30, 2025, expressed an unqualified opinion on those financial statements.\nBasis for Opinion\nThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control over Financial Reporting", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 10", - "metadata": { - "length": 4509, - "summary": "The report covers Microsoft Corporation's internal control over financial reporting as of June 30, 2025. Management is responsible for establishing and maintaining adequate internal control, which provides reasonable assurance on the reliability of financial reporting. Management evaluated the effectiveness based on the COSO framework and concluded it was effective. No changes materially affected internal control during the quarter. Deloitte & Touche LLP audited the internal control and expressed an unqualified opinion, also auditing the consolidated financial statements with an unqualified opinion. 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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\nSignature block for Deloitte & Touche LLP, dated July 30, 2025, in Seattle, Washington.\n[tables/table-67 Deloitte & Touche LLP signature block.html]\n\nDIRECTORS AND EXECUTIVE OFFICERS OF MICROSOFT CORPORATION\nDIRECTORS\n\nThe table lists twelve members of Microsoft's Board of Directors, including Satya Nadella (Chairman and CEO), Sandra E. Peterson (Lead Independent Director), and other executives from companies like Citigroup, Wells Fargo, Disney, and GSK, with committee assignments noted.\n[tables/table-68 Microsoft Board of Directors List.html]\n\nBoard Committees\n1. Audit Committee\n2. Compensation Committee\n3. Governance and Nominating Committee\n4. Environmental, Social, and Public Policy Committee\nEXECUTIVE OFFICERS\n\nThis table lists Microsoft executives and their titles, including the Chairman and CEO, CFO, and other senior leaders such as the CEO of Microsoft Commercial, Chief Marketing Officer, Chief Human Resources Officer, Vice Chair and President, and Executive Vice President of Strategy and Transformation.\n[tables/table-69 Microsoft Leadership Table.html]\n\nINVESTOR RELATIONS\nInvestor Relations\nYou can contact Microsoft Investor Relations by calling toll-free at (800) 285-7772 or outside the United States, call (425) 706-4400. We can be contacted between the hours of 9:00 a.m. to 5:00 p.m. Pacific Time to answer investment-oriented questions about Microsoft.\nFor access to additional financial information, visit the Investor Relations website online at:\nwww.microsoft.com/investor\nOur e-mail is msft@microsoft.com\nOur mailing address is:\nInvestor Relations\nMicrosoft Corporation\nOne Microsoft Way\nRedmond, Washington 98052-6399\nAttending the Annual Meeting\nThe 2025 Annual Shareholders Meeting will be held as a virtual-only meeting. Any shareholder can join the Annual Meeting, while shareholders of record as of September 30 2025, will be able to vote and submit questions during the meeting.\nDate: Friday, December 5, 2025\nTime: 8:30 a.m. Pacific Time\nVirtual Shareholder Meeting:\nwww.virtualshareholdermeeting.com/MSFT25\nSubmit Your Question\nWe invite you to submit any questions via the proxy voting site at www.proxyvote.com. We will include as many of your questions as possible during the Q&A session of the meeting and will provide answers to questions on the Microsoft Investor Relations website under the Annual Meeting page.\nRegistered Shareholder Services\nComputershare, our transfer agent, can help you with a variety of shareholder related services including:\n• Change of address\n• Lost stock certificates\n• Transfer of stock to another person\n• Additional administrative services\nComputershare also administers a direct stock purchase plan and a dividend reinvestment program for the company.\nContact Computershare directly to find out more about these services and programs at 800-285-7772, option 1, or visit online at:\nhttps://www.computershare.com/Microsoft\nYou can e-mail the transfer agent at:\nweb.queries@computershare.com\nYou can also send mail to the transfer agent at:\nComputershare\nP.O. Box 505000\nLouisville, KY 40233-5000", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 11", - "metadata": { - "length": 4538, - "summary": "The text discusses Microsoft Corporation's internal control over financial reporting, defining it as a process to ensure reliable financial statements and compliance with GAAP. It notes inherent limitations and risks of control inadequacy over time. The document includes a signature block from Deloitte & Touche LLP dated July 30, 2025, in Seattle, Washington. It lists the Board of Directors (12 members including Satya Nadella as Chairman and CEO, Sandra E. Peterson as Lead Independent Director) and executive officers (including CFO and other senior leaders). It provides investor relations contact details: toll-free (800) 285-7772, outside US (425) 706-4400, email msft@microsoft.com, and address One Microsoft Way, Redmond, WA 98052-6399. The 2025 Annual Shareholders Meeting will be virtual-only on December 5, 2025, at 8:30 a.m. Pacific Time, with voting for shareholders of record as of September 30, 2025. Questions can be submitted via proxyvote.com. Computershare is the transfer agent for shareholder services, including address changes, lost certificates, and stock transfers, with contact at 800-285-7772 option 1, and mailing address P.O. 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The service gets you the information you need faster and also gives you the power and convenience of online proxy voting. To sign up for this free service, visit the Annual Report site on the Investor Relations website at:\nhttp://www.microsoft.com/investor/AnnualReports/default.aspx\nEnvironmental, Social, and Governance (ESG)/Corporate Social Responsibility\nMany of our shareholders are focused on the importance of the effective engagement and action on environmental, social, and governance topics. To meet the expectations of our stakeholders and to and maintain their trust, we are committed to conducting our business in ways that are principled, transparent, and accountable. From our CEO and Senior Leadership Team and throughout our organization, people at Microsoft are working to conduct our business in principled ways that make a significant positive impact on important global issues. Microsoft’s Board of Directors provides insight, feedback, and oversight across a broad range of environmental and social matters. In particular, among the responsibilities of the Board’s Environmental, Social, and Public Policy Committee is to review and provide guidance to the Board and management about the Company’s policies and programs that relate to corporate social responsibility.\nFor more about Microsoft’s CSR commitments and performance, please visit:\nwww.microsoft.com/transparency.\n\nAn FSC MIX certification label indicating paper supporting responsible forestry, featuring the organization's logo and website.\n[images/image-4 FSC Certification Labe.jpeg]", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 12", - "metadata": { - "length": 1673, - "summary": "The text informs shareholders about electronic alerts for accessing annual reports and proxy statements online, and provides a link to the Investor Relations website. It also discusses Microsoft's commitment to environmental, social, and governance (ESG) topics, highlighting the role of the Board's Environmental, Social, and Public Policy Committee in overseeing corporate social responsibility. 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U.S. income rose from $52,917 million in 2023 to $62,886 million in 2024 and $69,212 million in 2025; foreign income increased from $36,394 million to $44,901 million and $54,415 million; total income before taxes grew from $89,311 million to $107,787 million and $123,627 million. The effective tax rate decreased from 19.0% in 2023 to 18.2% in 2024 and 17.6% in 2025, with the federal statutory rate at 21.0% each year. Key adjustments include foreign earnings taxed at lower rates (-1.5% in 2025), FDII deduction (-1.0%), state taxes (+1.5%), R&D credit (-1.1%), stock-based compensation benefits (-0.9%), interest (+1.0%), and other items (-1.4%). The decrease is primarily due to earnings taxed at lower rates in foreign jurisdictions, especially through the Ireland regional operations center, which generated 81%, 83%, and 81% of foreign income before tax in 2025, 2024, and 2023, respectively. Net deferred income tax assets increased from $19,652 million in 2024 to $26,273 million in 2025, with total deferred tax assets of $47,112 million (net of $1,169 million valuation allowance) and deferred tax liabilities of $19,670 million; largest asset components include capitalized R&D ($16,891 million) and leasing liabilities ($12,874 million). As of June 30, 2025, federal, state, and foreign net operating loss carryforwards were $390 million, $836 million, and $2.6 billion, respectively. Federal capital loss carryforwards were $816 million, expiring in fiscal year 2030. Income taxes paid, net of refunds, were $28.7 billion, $23.4 billion, and $23.1 billion in fiscal years 2025, 2024, and 2023, respectively.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 2", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 2", - "level": 2, - "summary": "The text discusses Microsoft's unrecognized tax benefits, which were $24.7 billion, $22.8 billion, and $17.1 billion as of June 30, 2025, 2024, and 2023, respectively. If recognized, these would affect effective tax rates by $21.2 billion, $19.6 billion, and $14.4 billion for those years. Accrued interest expense related to uncertain tax positions was $8.2 billion, $6.8 billion, and $5.2 billion for the same periods, with provisions for income taxes including interest expense of $1.3 billion, $1.5 billion, and $918 million. The gross unrecognized tax benefits increased from $17,120 million in 2023 to $22,760 million in 2024, then to $24,729 million in 2025, with current-year increases of $2,066 (2025) and $1,903 (2024), prior-year increases of $468 (2025) and $4,289 (2024), and settlements decreasing by $240 (2025) and $76 (2024). Microsoft is under IRS audit for tax years 2014-2017 and received Notices of Proposed Adjustment for 2004-2013 seeking an additional $28.9 billion plus penalties and interest, which they plan to contest. Unearned revenue by segment increased from $60,184 million in 2024 to $67,265 million in 2025, with Productivity and Business Processes rising from $43,599 million to $50,567 million, Intelligent Cloud from $13,683 million to $14,022 million, and More Personal Computing falling from $2,902 million to $2,676 million. The changes in unearned revenue show a beginning balance of $60,184 million, $186,957 million deferred, $179,876 million recognized, and an ending balance of $67,265 million. Revenue allocated to remaining performance obligations was $375 billion as of June 30, 2025, with $368 billion related to commercial revenue, and about 40% expected to be recognized over the next 12 months. The text also mentions lease terms and expenses.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 3", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 3", - "level": 2, - "summary": "The text discusses lease costs, supplemental cash flow and balance sheet information, and future minimum lease payments for operating and finance leases. Operating lease cost increased from $2,875 million in 2023 to $3,555 million in 2024 and $5,524 million in 2025. Total finance lease cost rose from $1,853 million in 2023 to $2,534 million in 2024 and $4,825 million in 2025. Cash paid for operating leases was $4,931M in 2025, $3,550M in 2024, and $2,706M in 2023. Right-of-use assets obtained for operating leases were $7,826M, $6,703M, $3,514M; for finance leases $20,511M, $11,633M, $3,128M. As of June 30, 2025, operating lease right-of-use assets were $24,823 million and total operating lease liabilities $22,861 million; finance lease property and equipment net was $44,015 million with total finance lease liabilities of $46,172 million. Weighted average remaining lease terms are 6 years (operating) and 13 years (finance); discount rates are 3.5% and 4.2%. Future minimum lease payments total $25,481 million for operating leases (imputed interest $2,620 million) and $60,506 million for finance leases (imputed interest $14,334 million). Additional leases not yet commenced total $92.7 billion. The text also covers contingencies: the Irish Data Protection Commission matter involving LinkedIn, and other legal contingencies with accrued liabilities of $541 million and reasonably possible losses up to $600 million beyond recorded amounts.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 4", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 4", - "level": 2, - "summary": "The document reports Microsoft's common stock outstanding for fiscal years 2025, 2024, and 2023, with beginning balances of 7,434, 7,432, and 7,464 million shares, respectively. Issuances were 31, 34, and 37 million, while repurchases were 31, 32, and 69 million, resulting in ending balances of 7,434, 7,434, and 7,432 million shares. It details share repurchase programs: a $60.0 billion program approved on September 14, 2021, completed in April 2025, and another $60.0 billion program approved on September 16, 2024, with $57.3 billion remaining as of June 30, 2025. Quarterly repurchases for fiscal years 2025, 2024, and 2023 totaled 31, 32, and 69 million shares, respectively, with total costs of $13,000 million, $11,960 million, and $18,400 million. The highest quarterly repurchase amount was $4,600 million in 2023. Repurchases were made with cash resources, excluding shares repurchased to settle employee tax withholding of $5.4 billion, $5.3 billion, and $3.8 billion for fiscal years 2025, 2024, and 2023. Dividends declared were $0.83 per share for FY2025 (total $3.32, amount $24,678 million) and $0.75 per share for FY2024 (total $3.00, amount $22,295 million). Accumulated other comprehensive loss components changed: derivatives from $(3) to $(8) in 2025, investments from $(2,625) to $(1,051), translation adjustments from $(2,962) to $(2,288), with total end-of-period losses of $(3,347) in 2025, $(5,590) in 2024, and $(6,343) in 2023. Stock-based compensation expense rose from $9,611 million in 2023 to $10,734 million in 2024 and $11,974 million in 2025; income tax benefits increased from $1,651 million to $1,826 million and $2,027 million over the same periods. Stock awards generally vest over four or five years.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 5", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 5", - "level": 2, - "summary": "The text describes Microsoft's stock-based compensation plans, including the Executive Incentive Plan, Employee Stock Purchase Plan (ESPP), and savings plans. It details the vesting of RSUs and PSUs, with RSUs vesting over four years and PSUs over three years. The fair value of stock awards was estimated using assumptions: dividends per share ranged from $0.62 to $0.83 quarterly across fiscal years 2023-2025, with 2025 at $0.75–$0.83, 2024 at $0.68–$0.75, and 2023 at $0.62–$0.68. Interest rates ranged from 2.0% to 5.6%, with 2025 at 3.4%–5.5%, 2024 at 3.8%–5.6%, and 2023 at 2.0%–5.4%. In fiscal 2025, nonvested stock awards activity: beginning balance 88 million shares at $292.28 weighted average grant-date fair value, 39 million granted at $413.90, 38 million vested at $293.25, 7 million forfeited at $317.23, ending balance 82 million shares at $347.44. Unrecognized compensation costs were $21.6 billion as of June 30, 2025, expected to be recognized over three years. Weighted average grant-date fair value of awards granted was $413.90, $339.46, and $252.59 for fiscal years 2025, 2024, and 2023, respectively. Fair value of vested awards was $16.2 billion, $16.0 billion, and $11.9 billion for the same years. 98 million shares were authorized for future grant. The ESPP allows employees to purchase shares at 90% of fair market value, with purchases limited to 15% of gross compensation. Employees purchased 6 million shares in both fiscal 2025 and 2024, and 7 million in 2023, with average prices of $385.10, $339.46, and $245.59 respectively. 62 million shares were reserved for future issuance through ESPP. Savings plans match employee contributions; employer-funded retirement benefits were $1.8 billion, $1.7 billion, and $1.6 billion in fiscal years 2025, 2024, and 2023. The company's segments are Productivity and Business Processes, Intelligent Cloud, and More Personal Computing, with operating income as the primary profitability measure.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 6", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 6", - "level": 2, - "summary": "The text describes Microsoft's three business segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. It details the products and services in each segment, such as Microsoft 365, LinkedIn, Dynamics 365, Azure, Windows, and Gaming. It also explains revenue and cost allocation methods, including direct attribution and allocation based on relative value, gross margin, or headcount. The text mentions that segment revenue, cost of revenue, operating expenses, and operating income are presented for the periods shown, but the actual financial figures are not included in the provided excerpt.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 7", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 7", - "level": 2, - "summary": "Microsoft's fiscal year 2025 results show total revenue of $281,724 million, up from $245,122 million in 2024 and $211,915 million in 2023. Operating income rose to $128,528 million in 2025 from $88,523 million in 2023. Segment operating income for 2025: Productivity and Business Processes $69,773M, Intelligent Cloud $44,589M, More Personal Computing $14,166M. Revenue by geography: United States $144,546M (2025), other countries $137,178M (2025). Microsoft Cloud revenue was $168.9B in 2025, $137.7B in 2024, $111.6B in 2023. Long-lived assets total $371,902M in 2025, with United States $230,069M and other countries $141,833M. No single customer or country other than the US accounted for more than 10% of revenue.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 8", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 8", - "level": 2, - "summary": "The text is an excerpt from an audit report. The auditor states that they audited the company's internal control over financial reporting as of June 30, 2025, and expressed an unqualified opinion. The basis for opinion explains that the financial statements are management's responsibility and the auditor's responsibility is to express an opinion. The audit was conducted in accordance with PCAOB standards. The report then discusses a critical audit matter regarding revenue recognition, which involves significant judgment in determining distinct performance obligations, pattern of delivery, contract terms, and stand-alone selling prices. The auditor's procedures included evaluating management's judgments.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 9", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 9", - "level": 2, - "summary": "The audit report covers procedures for testing revenue recognition, including identification of performance obligations, timing of revenue recognition, and estimation of variable consideration. It also addresses income taxes, specifically uncertain tax positions related to transfer pricing issues with the IRS for tax years 2004-2013. The company received Notices of Proposed Adjustments (NOPAs) for those years. The report includes management's evaluation of disclosure controls and procedures, and the report of management on internal control over financial reporting. The auditor is Deloitte & Touche LLP, and the report is dated July 30, 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 10", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 10", - "level": 2, - "summary": "The report covers Microsoft Corporation's internal control over financial reporting as of June 30, 2025. Management is responsible for establishing and maintaining adequate internal control, which provides reasonable assurance on the reliability of financial reporting. Management evaluated the effectiveness based on the COSO framework and concluded it was effective. No changes materially affected internal control during the quarter. Deloitte & Touche LLP audited the internal control and expressed an unqualified opinion, also auditing the consolidated financial statements with an unqualified opinion. The report includes the basis for opinion and definition of internal control.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 11", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 11", - "level": 2, - "summary": "The text discusses Microsoft Corporation's internal control over financial reporting, defining it as a process to ensure reliable financial statements and compliance with GAAP. It notes inherent limitations and risks of control inadequacy over time. The document includes a signature block from Deloitte & Touche LLP dated July 30, 2025, in Seattle, Washington. It lists the Board of Directors (12 members including Satya Nadella as Chairman and CEO, Sandra E. Peterson as Lead Independent Director) and executive officers (including CFO and other senior leaders). It provides investor relations contact details: toll-free (800) 285-7772, outside US (425) 706-4400, email msft@microsoft.com, and address One Microsoft Way, Redmond, WA 98052-6399. The 2025 Annual Shareholders Meeting will be virtual-only on December 5, 2025, at 8:30 a.m. Pacific Time, with voting for shareholders of record as of September 30, 2025. Questions can be submitted via proxyvote.com. Computershare is the transfer agent for shareholder services, including address changes, lost certificates, and stock transfers, with contact at 800-285-7772 option 1, and mailing address P.O. Box 505000, Louisville, KY 40233-5000.", - "chunk_count": 1, - "children": [] - }, - { - "title": "U.S. and foreign components of income before income taxes were as follows: part 12", - "path": "Microsoft 2025 Annual Report.docx/U.S. and foreign components of income before income taxes were as follows:/U.S. and foreign components of income before income taxes were as follows: part 12", - "level": 2, - "summary": "The text informs shareholders about electronic alerts for accessing annual reports and proxy statements online, and provides a link to the Investor Relations website. It also discusses Microsoft's commitment to environmental, social, and governance (ESG) topics, highlighting the role of the Board's Environmental, Social, and Public Policy Committee in overseeing corporate social responsibility. A link to Microsoft's transparency page is provided, and an FSC MIX certification label is mentioned.", - "chunk_count": 1, - "children": [] - } - ] - } - ], - "resources": { - "images": [ - { - "path": "images/image-1 Annual Report 2025.png", - "summary": "image-1 The cover of the Microsoft Annual Report for 2025, featuring a photo of two colleagues collaborating on a laptop." - }, - { - "path": "images/image-2 Microsoft has an imme.jpeg", - "summary": "image-2 A handwritten signature appearing to read 'Sarga N.'" - }, - { - "path": "images/image-3 and the NASDAQ Comput.jpeg", - "summary": "image-3 Line chart tracking the performance of Microsoft Corporation, S&P 500, and NASDAQ Computer from June 20 to June 25. All indices start at $100, dip on June 22, then rise sharply, with Microsoft reaching approximately $250 by June 25." - }, - { - "path": "images/image-4 FSC Certification Labe.jpeg", - "summary": "image-4 An FSC MIX certification label indicating paper supporting responsible forestry, featuring the organization's logo and website." - } - ], - "tables": [ - { - "path": "tables/table-1 Quarterly Share Repurchase Activity for Fiscal Years 2025, 2024, and 2023.html", - "summary": "table-1 The table shows quarterly share repurchases for fiscal years 2025, 2024, and 2023. In 2025, shares repurchased were 7, 8, 8, and 8 per quarter, totaling 31 shares for $13,000 million. In 2024, quarterly shares were 11, 7, 7, and 7, totaling 32 shares for $11,960 million. In 2023, shares were 17, 20, 18, and 14, totaling 69 shares for $18,400 million. The highest quarterly amount was $4,600 million in 2023 quarters, and the lowest was $2,800 million in 2024 quarters." - }, - { - "path": "tables/table-2 Quarterly Dividend Payment Schedule for Fiscal Years 2024 and 2025.html", - "summary": "table-2 The table lists quarterly dividends for fiscal years 2025 and 2024, with per-share dividends of $0.83 for each of the four 2025 payments (totaling $3.32 and $24,678 million) and $0.75 for each of the four 2024 payments (totaling $3.00 and $22,295 million), with declaration, record, and payment dates specified for each quarter." - }, - { - "path": "tables/table-3 Microsoft Corporation vs S&P 500 vs NASDAQ Computer Index Values June 20-25.html", - "summary": "table-3 Microsoft Corporation rose from 100.00 on 6/20 to 255.13 on 6/25, S&P 500 from 100.00 to 215.89, and NASDAQ Computer from 100.00 to 254.97, with peaks on 6/24 for all three (227.51, 187.47, 223.97) and a dip on 6/22." - }, - { - "path": "tables/table-4 Microsoft Cloud Key Metrics Definitions.html", - "summary": "table-4 This table defines three key Microsoft Cloud metrics: commercial remaining performance obligation (unearned revenue and future invoiced revenue), Microsoft Cloud revenue and revenue growth (covering Microsoft 365 Commercial cloud, Azure, other cloud services, commercial LinkedIn, and Dynamics 365), and Microsoft Cloud gross margin percentage." - }, - { - "path": "tables/table-5 Microsoft 365 and Azure Key Performance Indicators Definitions.html", - "summary": "table-5 This table defines key performance indicators for Microsoft's commercial and consumer cloud services, including revenue growth metrics for Microsoft 365 Commercial, Consumer, LinkedIn, Dynamics 365, and Azure, along with seat and subscriber counts, with no numerical values provided." - }, - { - "path": "tables/table-6 Windows OEM and Devices revenue growth and Xbox content and services revenue growth and Search and news advertising revenue ex TAC growth.html", - "summary": "table-6 The table defines three revenue growth metrics: Windows OEM and Devices revenue (from Windows Pro/non-Pro OEM licenses and first-party devices like Surface), Xbox content and services revenue (including games, Game Pass, cloud gaming, and advertising), and Search and news advertising revenue excluding traffic acquisition costs. No numerical data is provided." - }, - { - "path": "tables/table-7 Revenue and Profit Metrics for 2025 vs 2024.html", - "summary": "table-7 Revenue rose 15% to $281,724 million in 2025 from $245,122 million in 2024; gross margin increased 13% to $193,893 million, operating income up 17% to $128,528 million, net income up 16% to $101,832 million, and diluted EPS up 16% to $13.64 from $11.80." - }, - { - "path": "tables/table-8 Microsoft Segment Revenue and Operating Income FY2025 vs FY2024.html", - "summary": "table-8 Microsoft's total revenue rose 15% to $281,724 million in 2025 from $245,122 million in 2024, with operating income up 17% to $128,528 million; Productivity and Business Processes revenue grew 13% to $120,810 million, Intelligent Cloud revenue grew 21% to $106,265 million, and More Personal Computing revenue grew 7% to $54,649 million." - }, - { - "path": "tables/table-9 Research and development expenses for fiscal years 2025 and 2024.html", - "summary": "table-9 Research and development expenses were $32,488 million in 2025, up 10% from $29,510 million in 2024, with R&D as a percent of revenue unchanged at 12% in both years (0 percentage point change)." - }, - { - "path": "tables/table-10 Sales and marketing expenses for 2025 and 2024.html", - "summary": "table-10 Sales and marketing expenses were $25,654 million in 2025, up 5% from $24,456 million in 2024, with the expense as a percent of revenue decreasing from 10% to 9% (a 1 percentage point decline)." - }, - { - "path": "tables/table-11 General and Administrative Expenses 2025 vs 2024.html", - "summary": "table-11 General and administrative expenses decreased from $7,609 million in 2024 to $7,223 million in 2025, a 5% decline, while remaining steady at 3% of revenue in both years." - }, - { - "path": "tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html", - "summary": "table-12 For the year ended June 30, 2025, total net losses were $4,901 million, compared to $1,646 million in 2024. Key components include interest and dividends income of $2,647 million (2025) vs $3,157 million (2024), interest expense of $2,385 million vs $2,935 million, and other net losses of $4,725 million vs $1,319 million." - }, - { - "path": "tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html", - "summary": "table-13 The table shows financial obligations totaling $67,265 million, with the largest amount of $25,191 million due by September 30, 2025, followed by $19,733 million by December 31, 2025, $13,742 million by March 31, 2026, $5,889 million by June 30, 2026, and $2,710 million thereafter." - }, - { - "path": "tables/table-14 Long-term Debt and Other Commitments (In Millions).html", - "summary": "table-14 The table shows contractual obligations for 2026 and thereafter, with principal payments of $3,000 and $46,206, interest payments of $1,509 and $25,527, construction commitments of $26,859 and $5,290, leases of $12,798 and $165,903, and purchase commitments of $103,940 and $6,013, totaling $397,045." - }, - { - "path": "tables/table-15 Risk Categories and Hypothetical Market Change Impacts on Financial Metrics.html", - "summary": "table-15 The table shows hypothetical impacts on financial metrics: a 10% decrease in foreign exchange rates would reduce revenue by $11,596 million (earnings) and investments by $17 million (fair value); a 100 basis point increase in U.S. treasury rates reduces fair value by $1,415 million; a 100 basis point credit spread increase reduces fair value by $436 million; a 10% equity market price decrease reduces earnings by $1,213 million." - }, - { - "path": "tables/table-16 Microsoft Cloud Revenue and Income Statement FY2023-2025.html", - "summary": "table-16 Microsoft reported total revenue of $281,724 million in FY2025, up from $245,122 million in FY2024 and $211,915 million in FY2023; net income rose to $101,832 million in FY2025 from $88,136 million in FY2024 and $72,361 million in FY2023, with diluted EPS increasing from $9.68 to $13.64." - }, - { - "path": "tables/table-17 Consolidated Statements of Comprehensive Income.html", - "summary": "table-17 Microsoft reported net income of $101,832 million in 2025, $88,136 million in 2024, and $72,361 million in 2023. Other comprehensive income was $2,243 million, $753 million, and $(1,665) million respectively, yielding comprehensive income of $104,075 million, $88,889 million, and $70,696 million." - }, - { - "path": "tables/table-18 Microsoft Corporation Consolidated Balance Sheets (Unaudited).html", - "summary": "table-18 Microsoft Corporation's consolidated balance sheet as of June 30, 2025, shows total assets of $619,003 million, up from $512,163 million in 2024, with total liabilities of $275,524 million and stockholders' equity of $343,479 million." - }, - { - "path": "tables/table-19 Microsoft Cash Flow Statement for Fiscal Years 2023-2025.html", - "summary": "table-19 Net cash from operations rose from $87,582M in 2023 to $118,548M in 2024 and $136,162M in 2025; net income grew from $72,361M to $101,832M; cash and equivalents ended at $30,242M in 2025, down from $34,704M in 2023; investing used $72,599M in 2025, financing used $51,699M." - }, - { - "path": "tables/table-20 Microsoft Stockholders' Equity Statement.html", - "summary": "table-20 The statement shows stockholders' equity components for fiscal years 2025, 2024, and 2023, with total equity rising from $206,223 million to $343,479 million, driven by net income of $101,832 million in 2025, common stock repurchases, and dividends per share increasing from $2.72 to $3.32." - }, - { - "path": "tables/table-21 Microsoft Earnings Per Share Table.html", - "summary": "table-21 The table shows Microsoft's earnings per share for fiscal years 2025, 2024, and 2023. Net income available for common shareholders was $101,832 million in 2025, $88,136 million in 2024, and $72,361 million in 2023. Weighted average shares outstanding were 7,433, 7,431, and 7,446 million respectively. Basic EPS was $13.70, $11.86, and $9.72; diluted EPS was $13.64, $11.80, and $9.68 for the three years." - }, - { - "path": "tables/table-22 Year Ended June 30, 2025, 2024, and 2023 Financial Data.html", - "summary": "table-22 The table shows total net losses of $4,901 million in 2025, $1,646 million in 2024, and net gains of $788 million in 2023, with interest and dividends income declining from $2,994 million to $2,647 million, and other net losses increasing sharply to $4,725 million in 2025." - }, - { - "path": "tables/table-23 Line 1_ Realized Gains and Losses from Available-for-Sale Securities and Impairments.html", - "summary": "table-23 Line 2: For fiscal years 2025, 2024, and 2023, realized gains were $40M, $22M, and $36M; realized losses were $(65)M, $(98)M, and $(124)M; impairments/allowances were $8M, $23M, and $(10)M. Totals: $(17)M, $(53)M, and $(98)M." - }, - { - "path": "tables/table-24 Year Ended June 30 2025 2024 2023 Investment Gains and Impairments.html", - "summary": "table-24 Net realized gains on investments sold were $83 million in 2025, $18 million in 2024, and $75 million in 2023; net unrealized gains on investments still held were $536 million, $146 million, and $303 million; impairments were $(951) million, $(229) million, and $(20) million, resulting in totals of $(332) million, $(65) million, and $358 million." - }, - { - "path": "tables/table-25 Investments Measured at Fair Value on Recurring Basis as of June 30, 2025.html", - "summary": "table-25 Total investments of $109,970 million include debt securities with adjusted cost basis of $85,589 million, unrealized gains of $295 million, losses of $1,625 million, and recorded basis of $84,259 million; equity investments total $13,718 million; cash is $11,711 million; derivatives net $282 million." - }, - { - "path": "tables/table-26 Investments Measured at Fair Value on Recurring Basis as of June 30, 2024.html", - "summary": "table-26 As of June 30, 2024, total investments measured at fair value were $90,143 million, including $64,899 million in debt investments (with $68,209 million adjusted cost basis and $3,348 million unrealized losses) and $13,661 million in equity investments; cash and cash equivalents totaled $18,315 million, short-term investments $57,228 million, and equity and other investments $14,600 million." - }, - { - "path": "tables/table-27 Investments with Unrealized Losses as of June 30, 2025 and 2024.html", - "summary": "table-27 As of June 30, 2025, total fair value of securities with unrealized losses was $42,736 million with total unrealized losses of $1,625 million, compared to $54,589 million fair value and $3,348 million unrealized losses at June 30, 2024; the largest category was U.S. government and agency securities ($37,177 million fair value, $1,462 million losses in 2025; $46,350 million, $2,948 million in 2024)." - }, - { - "path": "tables/table-28 Debt Securities by Maturity Date.html", - "summary": "table-28 The table shows debt securities by maturity at June 30, 2025, with adjusted cost basis totaling $85,589 million and estimated fair value totaling $84,259 million. Due in one year or less: cost $35,108, fair value $34,952; after one through five years: cost $42,460, fair value $41,481; after five through ten years: cost $6,530, fair value $6,424; after ten years: cost $1,491, fair value $1,402." - }, - { - "path": "tables/table-29 Derivative Assets and Liabilities at Fair Value.html", - "summary": "table-29 The table shows derivative notional amounts as of June 30, 2025 and 2024. Designated hedging instruments include foreign exchange contracts purchased ($1,492 million both years) and interest rate contracts purchased ($1,150 million in 2025, $1,100 million in 2024). Non-designated instruments include foreign exchange contracts purchased ($15,214 million in 2025, $7,167 million in 2024), sold ($43,307 million vs. $31,793 million), equity contracts purchased ($5,434 million vs. $4,016 million), sold ($2,189 million vs. $2,165 million), other contracts purchased ($2,769 million vs. $2,113 million), and sold ($1,242 million vs. $811 million)." - }, - { - "path": "tables/table-30 Derivative Assets and Liabilities as of June 30, 2025 and 2024.html", - "summary": "table-30 The table shows derivative assets and liabilities, gross and net, for June 30, 2025 and 2024. Gross assets were $758 million (2025) and $331 million (2024); gross liabilities were $(1,837) million and $(800) million. Net assets were $500 million and $180 million; net liabilities were $(1,676) million and $(752) million. Offsets and cash collateral reduced gross amounts." - }, - { - "path": "tables/table-31 Derivative Assets and Liabilities by Fair Value Hierarchy.html", - "summary": "table-31 Derivative assets totaled $758 million at June 30, 2025, with $1 million in Level 1, $474 million in Level 2, and $283 million in Level 3; derivative liabilities were $(1,837) million, including $(1,832) million in Level 2 and $(5) million in Level 3. At June 30, 2024, assets were $331 million (Level 1: $0, Level 2: $327, Level 3: $4) and liabilities were $(800) million (Level 1: $(1), Level 2: $(799), Level 3: $0)." - }, - { - "path": "tables/table-32 Line 1_ Derivative Instruments and Hedging Activities Fair Value and Cash Flow Hedges.html", - "summary": "table-32 Line 2: For fiscal years 2025, 2024, and 2023, fair value hedge interest rate contracts show derivative gains/losses of $5, $(23), $(65) and hedged items of $(45), $(25), $38. Cash flow hedge FX reclassifications: $103, $(48), $61. Non-designated FX: $(938), $367, $(73); equity: $(266), $(177), $(420); other: $21, $(15), $(41)." - }, - { - "path": "tables/table-33 Cash Flow Hedging Instruments - Foreign Exchange Contracts.html", - "summary": "table-33 Foreign exchange contracts designated as cash flow hedging instruments show gains of $77 million in 2025, losses of $(14) million in 2024, and gains of $34 million in 2023, all included in effectiveness assessment." - }, - { - "path": "tables/table-34 Property, Plant and Equipment.html", - "summary": "table-34 The table shows property, plant and equipment at cost and net of accumulated depreciation as of June 30, 2025 and 2024. Total at cost increased from $212,012 million to $298,619 million, with buildings and improvements rising from $93,943 to $137,921 million. Accumulated depreciation grew from $76,421 to $93,653 million, resulting in net totals of $204,966 million (2025) and $135,591 million (2024)." - }, - { - "path": "tables/table-35 Purchase Price Allocation Table.html", - "summary": "table-35 The table shows the allocation of a total purchase price of $75,408 million, with major components including cash and cash equivalents of $12,976 million, goodwill of $51,001 million, intangible assets of $21,969 million, and other assets of $2,503 million, offset by liabilities such as long-term debt of $2,799 million, long-term income taxes of $1,946 million, deferred income taxes of $4,676 million, and other liabilities of $3,620 million." - }, - { - "path": "tables/table-36 Fair value of intangible assets acquired.html", - "summary": "table-36 The table shows acquired intangible assets with a total fair value of $21,969 million and a weighted average life of 15 years. Marketing-related intangibles are the largest at $11,619 million (24 years), followed by technology-based at $9,689 million (4 years) and customer-related at $661 million (4 years)." - }, - { - "path": "tables/table-37 Microsoft Fiscal Year 2024 and 2023 Financial Highlights.html", - "summary": "table-37 Microsoft reported revenue of $247,442 million for fiscal year 2024, up from $219,790 million in 2023, with net income rising to $88,308 million from $71,383 million, and diluted earnings per share increasing to $11.82 from $9.55." - }, - { - "path": "tables/table-38 Microsoft Segment Goodwill Rollforward.html", - "summary": "table-38 Microsoft's goodwill by segment increased from $67,886 million at June 30, 2023 to $119,220 million at June 30, 2024, driven by $51,235 million in acquisitions (mainly More Personal Computing), then to $119,509 million by June 30, 2025, with $289 million in other changes; Productivity and Business Processes grew from $31,359 to $31,457, Intelligent Cloud from $25,676 to $25,689, and More Personal Computing from $10,851 to $62,363." - }, - { - "path": "tables/table-39 Intangible Assets - June 30, 2025 and 2024.html", - "summary": "table-39 As of June 30, 2025, total gross carrying amount of intangible assets was $43,557 million, with accumulated amortization of $20,953 million, resulting in net carrying amount of $22,604 million. This compares to June 30, 2024, when gross was $44,509 million, accumulated amortization was $16,912 million, and net was $27,597 million. Marketing-related net decreased from $13,399 to $12,601; technology-based net fell from $11,172 to $7,601; customer-related net dropped from $2,987 to $2,228; contract-based net rose from $39 to $174." - }, - { - "path": "tables/table-40 Intangible Assets by Category and Weighted Average Life for Fiscal Years 2025 and 2024.html", - "summary": "table-40 The table shows intangible asset amounts and weighted average lives for fiscal years 2025 and 2024. For 2025, marketing-related assets are $13 million (10 years), technology-based $912 million (9 years), customer-related $0 (0 years), contract-based $171 million (5 years), totaling $1,096 million (9 years). For 2024, marketing-related $11,619 million (24 years), technology-based $10,947 million (4 years), customer-related $660 million (4 years), contract-based $38 million (4 years), totaling $23,264 million (14 years)." - }, - { - "path": "tables/table-41 Year Ending June 30, 2026 to 2030 and Thereafter Lease Payments.html", - "summary": "table-41 The table shows future minimum lease payments by fiscal year: 2026 at $4,594 million, 2027 at $2,901 million, 2028 at $2,034 million, 2029 at $1,851 million, 2030 at $1,382 million, and $9,842 million thereafter, totaling $22,604 million." - }, - { - "path": "tables/table-42 Long-term Debt Issuances and Maturities as of June 30, 2025 and 2024.html", - "summary": "table-42 Total face value of debt is $49,206 million at June 30, 2025, down from $51,221 million at June 30, 2024; after adjustments for discounts, hedge fair value, and premium on debt exchange, total debt is $43,151 million (2025) and $44,937 million (2024), with long-term debt of $40,152 million and $42,688 million, respectively; largest issuance is 2015's $23.8 billion with maturities 2025–2055." - }, - { - "path": "tables/table-43 Line 1_ Future Minimum Lease Payments Table.html", - "summary": "table-43 Line 2: The table shows future minimum lease payments by fiscal year, with $3,000 million in 2026, $9,250 million in 2027, $0 in 2028, $2,054 million in 2029, $0 in 2030, and $34,902 million thereafter, totaling $49,206 million." - }, - { - "path": "tables/table-44 Provision for Income Taxes by Category for Fiscal Years Ended June 30, 2025, 2024, and 2023.html", - "summary": "table-44 The table shows current and deferred tax provisions for U.S. federal, state and local, and foreign taxes. Total current taxes rose from $23,009 million in 2023 to $24,389 million in 2024 and $28,851 million in 2025. Deferred taxes were net benefits of $6,059 million (2023), $4,738 million (2024), and $7,056 million (2025). Total provision for income taxes increased from $16,950 million (2023) to $19,651 million (2024) and $21,795 million (2025). Foreign current taxes jumped from $6,678 million to $11,423 million over the period." - }, - { - "path": "tables/table-45 Income before income taxes by geographic region for fiscal years 2023-2025.html", - "summary": "table-45 U.S. income before taxes rose from $52,917 million in 2023 to $62,886 million in 2024 and $69,212 million in 2025; foreign income increased from $36,394 million to $44,901 million and $54,415 million; total income before taxes grew from $89,311 million to $107,787 million and $123,627 million." - }, - { - "path": "tables/table-46 Effective Tax Rate Reconciliation for Fiscal Years 2023-2025.html", - "summary": "table-46 The effective tax rate decreased from 19.0% in 2023 to 18.2% in 2024 and 17.6% in 2025, with the federal statutory rate at 21.0% each year. Key adjustments include foreign earnings taxed at lower rates (-1.5% in 2025), FDII deduction (-1.0%), state taxes (+1.5%), R&D credit (-1.1%), stock-based compensation benefits (-0.9%), interest (+1.0%), and other items (-1.4%)." - }, - { - "path": "tables/table-47 Deferred Income Tax Assets and Liabilities as of June 30, 2025 and 2024.html", - "summary": "table-47 Net deferred income tax assets increased from $19,652 million in 2024 to $26,273 million in 2025, with total deferred tax assets of $47,112 million (net of $1,169 million valuation allowance) and deferred tax liabilities of $19,670 million; largest asset components include capitalized R&D ($16,891 million) and leasing liabilities ($12,874 million)." - }, - { - "path": "tables/table-48 Unrecognized Tax Benefits Rollforward.html", - "summary": "table-48 The unrecognized tax benefits increased from $17,120 million in 2023 to $22,760 million in 2024, then to $24,729 million in 2025. Key changes include current-year increases of $2,066 (2025) and $1,903 (2024), prior-year increases of $468 (2025) and $4,289 (2024), and settlements decreasing by $240 (2025) and $76 (2024)." - }, - { - "path": "tables/table-49 Microsoft Segment Revenue Comparison June 30 2025 vs 2024.html", - "summary": "table-49 Productivity and Business Processes revenue increased from $43,599 million in 2024 to $50,567 million in 2025; Intelligent Cloud rose from $13,683 million to $14,022 million; More Personal Computing fell from $2,902 million to $2,676 million; total revenue grew from $60,184 million to $67,265 million." - }, - { - "path": "tables/table-50 Unearned Revenue Rollforward for Year Ended June 30, 2025.html", - "summary": "table-50 The table shows unearned revenue beginning at $60,184 million, with $186,957 million deferred and $179,876 million recognized, resulting in an ending balance of $67,265 million for the year ended June 30, 2025." - }, - { - "path": "tables/table-51 Lease Cost Components for Fiscal Years 2023-2025.html", - "summary": "table-51 Operating lease cost increased from $2,875 million in 2023 to $3,555 million in 2024 and $5,524 million in 2025. Total finance lease cost rose from $1,853 million in 2023 to $2,534 million in 2024 and $4,825 million in 2025, including amortization and interest components." - }, - { - "path": "tables/table-52 Lease Payments and Right-of-Use Assets Obtained in Exchange for Lease Obligations.html", - "summary": "table-52 Cash paid for operating leases was $4,931M in 2025, $3,550M in 2024, and $2,706M in 2023; finance lease operating cash flows were $1,372M, $734M, and $501M; financing cash flows from finance leases were $2,283M, $1,286M, and $1,056M. Right-of-use assets obtained: operating leases $7,826M, $6,703M, $3,514M; finance leases $20,511M, $11,633M, $3,128M." - }, - { - "path": "tables/table-53 Lease Balances and Weighted Average Lease Terms and Discount Rates.html", - "summary": "table-53 The table shows operating lease right-of-use assets of $24,823 million and total operating lease liabilities of $22,861 million as of June 30, 2025, compared to $18,961 million and $19,077 million in 2024. Finance lease property and equipment net is $44,015 million (2025) versus $25,862 million (2024), with total finance lease liabilities of $46,172 million (2025) and $27,145 million (2024). Weighted average remaining lease terms are 6 years (operating) and 13 years (finance) in 2025; discount rates are 3.5% and 4.2%, respectively." - }, - { - "path": "tables/table-54 Lease Maturities for Operating and Finance Leases.html", - "summary": "table-54 The table shows future minimum lease payments for operating and finance leases as of year ending June 30, with annual amounts from 2026 to 2030 and thereafter. Operating lease payments total $25,481 million, with imputed interest of $2,620 million, resulting in a total of $22,861 million. Finance lease payments total $60,506 million, with imputed interest of $14,334 million, resulting in a total of $46,172 million. The largest single-year amounts are $6,111 million (operating, 2026) and $36,251 million (finance, thereafter)." - }, - { - "path": "tables/table-55 Common Stock Outstanding Rollforward.html", - "summary": "table-55 The table shows common stock outstanding for fiscal years 2025, 2024, and 2023, with beginning balances of 7,434, 7,432, and 7,464 million shares, respectively. Issuances were 31, 34, and 37 million, while repurchases were 31, 32, and 69 million, resulting in ending balances of 7,434, 7,434, and 7,432 million shares." - }, - { - "path": "tables/table-56 Quarterly Share Repurchase Activity for Fiscal Years 2025, 2024, and 2023.html", - "summary": "table-56 The table shows quarterly share repurchases for fiscal years 2025, 2024, and 2023. In 2025, shares repurchased were 7, 8, 8, and 8 per quarter, totaling 31 shares for $13,000 million. In 2024, quarterly shares were 11, 7, 7, and 7, totaling 32 shares for $11,960 million. In 2023, shares were 17, 20, 18, and 14, totaling 69 shares for $18,400 million. The highest quarterly amount was $4,600 million in 2023 quarters." - }, - { - "path": "tables/table-57 Quarterly Dividend Payment Schedule for Fiscal Years 2024 and 2025.html", - "summary": "table-57 The table lists quarterly dividends for fiscal years 2025 and 2024, with per-share dividends of $0.83 for FY2025 (total $3.32, amount $24,678 million) and $0.75 for FY2024 (total $3.00, amount $22,295 million), each paid across four dates." - }, - { - "path": "tables/table-58 Accumulated Other Comprehensive Loss by Component.html", - "summary": "table-58 The table shows accumulated other comprehensive loss components for fiscal years 2025, 2024, and 2023. Derivatives balance changed from $(3) to $(8) in 2025, investments from $(2,625) to $(1,051), translation adjustments from $(2,962) to $(2,288). Total end-of-period loss: $(3,347) in 2025, $(5,590) in 2024, $(6,343) in 2023." - }, - { - "path": "tables/table-59 Stock-based Compensation Expense and Related Income Tax Benefits for Fiscal Years 2023-2025.html", - "summary": "table-59 Stock-based compensation expense rose from $9,611 million in 2023 to $10,734 million in 2024 and $11,974 million in 2025; income tax benefits increased from $1,651 million to $1,826 million and $2,027 million over the same periods." - }, - { - "path": "tables/table-60 Dividends per share and interest rates for fiscal years 2023-2025.html", - "summary": "table-60 Dividends per share ranged from $0.62 to $0.83 quarterly across fiscal years 2023-2025, with 2025 at $0.75–$0.83, 2024 at $0.68–$0.75, and 2023 at $0.62–$0.68. Interest rates ranged from 2.0% to 5.6%, with 2025 at 3.4%–5.5%, 2024 at 3.8%–5.6%, and 2023 at 2.0%–5.4%." - }, - { - "path": "tables/table-61 Nonvested Stock Awards Activity.html", - "summary": "table-61 The table shows nonvested stock awards activity: beginning balance of 88 million shares at $292.28 weighted average grant-date fair value, 39 million granted at $413.90, 38 million vested at $293.25, 7 million forfeited at $317.23, ending balance of 82 million shares at $347.44." - }, - { - "path": "tables/table-62 Share Repurchase Activity for Fiscal Years 2023-2025.html", - "summary": "table-62 The company repurchased 6 million shares in both fiscal 2025 and 2024, and 7 million in 2023, with average prices per share of $385.10, $339.46, and $245.59 respectively, showing rising buyback costs over the three years." - }, - { - "path": "tables/table-63 Microsoft Segment Operating Income Table.html", - "summary": "table-63 Microsoft's segment operating income for fiscal years 2025, 2024, and 2023 shows Productivity and Business Processes leading with $69,773M (2025), followed by Intelligent Cloud at $44,589M, and More Personal Computing at $14,166M; total operating income rose from $88,523M (2023) to $128,528M (2025), with total revenue increasing from $211,915M to $281,724M." - }, - { - "path": "tables/table-64 United States and Other Countries Revenue by Fiscal Year.html", - "summary": "table-64 For fiscal years 2025, 2024, and 2023, total revenue was $281,724 million, $245,122 million, and $211,915 million, respectively; United States revenue grew from $106,744 million to $144,546 million, and other countries revenue grew from $105,171 million to $137,178 million." - }, - { - "path": "tables/table-65 Microsoft Revenue by Segment for Fiscal Years 2023-2025.html", - "summary": "table-65 Microsoft's total revenue grew from $211,915 million in fiscal 2023 to $245,122 million in 2024 and $281,724 million in 2025. Server products and cloud services was the largest segment, rising from $65,007M to $79,828M to $98,435M. Microsoft 365 Commercial grew from $66,949M to $76,969M to $87,767M. Gaming increased from $15,466M to $21,503M to $23,455M. Other segments included LinkedIn, Windows and Devices, Search and news advertising, Dynamics, Enterprise and partner services, and Microsoft 365 Consumer." - }, - { - "path": "tables/table-66 United States and Other Countries Revenue by Fiscal Year.html", - "summary": "table-66 The table shows total revenue of $371,902 million for fiscal year 2025, up from $301,369 million in 2024 and $187,239 million in 2023. United States revenue grew from $114,380 million (2023) to $186,106 million (2024) and $230,069 million (2025); Other countries revenue rose from $72,859 million to $115,263 million and $141,833 million over the same periods." - }, - { - "path": "tables/table-67 Deloitte & Touche LLP signature block.html", - "summary": "table-67 Signature block for Deloitte & Touche LLP, dated July 30, 2025, in Seattle, Washington." - }, - { - "path": "tables/table-68 Microsoft Board of Directors List.html", - "summary": "table-68 The table lists twelve members of Microsoft's Board of Directors, including Satya Nadella (Chairman and CEO), Sandra E. Peterson (Lead Independent Director), and other executives from companies like Citigroup, Wells Fargo, Disney, and GSK, with committee assignments noted." - }, - { - "path": "tables/table-69 Microsoft Leadership Table.html", - "summary": "table-69 This table lists Microsoft executives and their titles, including the Chairman and CEO, CFO, and other senior leaders such as the CEO of Microsoft Commercial, Chief Marketing Officer, Chief Human Resources Officer, Vice Chair and President, and Executive Vice President of Strategy and Transformation." - } - ] - } -} diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-1 Annual Report 2025.png b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-1 Annual Report 2025.png deleted file mode 100644 index 6f60dce2c..000000000 Binary files a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-1 Annual Report 2025.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-2 Microsoft has an imme.jpeg b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-2 Microsoft has an imme.jpeg deleted file mode 100644 index 948132a13..000000000 Binary files a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-2 Microsoft has an imme.jpeg and /dev/null differ diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-3 and the NASDAQ Comput.jpeg b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-3 and the NASDAQ Comput.jpeg deleted file mode 100644 index 2938d7796..000000000 Binary files a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-3 and the NASDAQ Comput.jpeg and /dev/null differ diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-4 FSC Certification Labe.jpeg b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-4 FSC Certification Labe.jpeg deleted file mode 100644 index 3acec9eab..000000000 Binary files a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/images/image-4 FSC Certification Labe.jpeg and /dev/null differ diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/manifest.json b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/manifest.json deleted file mode 100644 index 7744209f5..000000000 --- a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/manifest.json +++ /dev/null @@ -1,180 +0,0 @@ -{ - 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(In millions)SharesAmountSharesAmountSharesAmount
Year Ended June 30,202520242023
First Quarter7$2,80011$3,56017$4,600
Second Quarter83,50072,800204,600
Third Quarter83,50072,800184,600
Fourth Quarter83,20072,800144,600
Total31$13,00032$11,96069$18,400
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(In millions, except percentages)20252024Percentage
Change
Sales and marketing$25,654$24,4565%
As a percent of revenue9%10%(1)ppt
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(In millions, except percentages)20252024Percentage
Change
General and administrative$7,223$7,609(5)%
As a percent of revenue3%3%0ppt
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html deleted file mode 100644 index aeaf9b293..000000000 --- a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-12 Year Ended June 30, 2025 and 2024 Financial Data.html +++ /dev/null @@ -1 +0,0 @@ -
(In millions)
Year Ended June 30,20252024
Interest and dividends income$2,647$3,157
Interest expense(2,385)(2,935)
Net recognized losses on investments(349)(118)
Net losses on derivatives(260)(187)
Net gains (losses) on foreign currency remeasurements171(244)
Other, net(4,725)(1,319)
Total$(4,901)$(1,646)
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html deleted file mode 100644 index ac444decb..000000000 --- a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-13 Three Months Ending September 30 2025 to Thereafter Financial Obligations Table.html +++ /dev/null @@ -1 +0,0 @@ -
(In millions)
Three Months Ending
September 30, 2025$25,191
December 31, 202519,733
March 31, 202613,742
June 30, 20265,889
Thereafter2,710
Total$67,265
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-14 Long-term Debt and Other Commitments (In Millions).html b/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-14 Long-term Debt and Other Commitments (In Millions).html deleted file mode 100644 index 7e17603d2..000000000 --- a/apps/api/app/data/demo_documents/financial-microsoft-2025-annual-report/tables/table-14 Long-term Debt and Other Commitments (In Millions).html +++ /dev/null @@ -1 +0,0 @@ -
(In millions)2026ThereafterTotal
Long-term debt: (a)
Principal payments$3,000$46,206$49,206
Interest payments1,50925,52727,036
Construction commitments (b)26,8595,29032,149
Operating and finance leases, including imputed interest (c)12,798165,903178,701
Purchase commitments (d)103,9406,013109,953
Total$148,106$248,939$397,045
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(In millions)
Risk CategoriesHypothetical ChangeJune 30,
2025
Impact
Foreign currency – Revenue10% decrease in foreign exchange rates$(11,596)Earnings
Foreign currency – Investments10% decrease in foreign exchange rates(17)Fair Value
Interest rate100 basis point increase in U.S. treasury interest rates(1,415)Fair Value
Credit100 basis point increase in credit spreads(436)Fair Value
Equity10% decrease in equity market prices(1,213)Earnings
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(In millions, except per share amounts)
Year Ended June 30,202520242023
Revenue:
Product$63,946$64,773$64,699
Service and other217,778180,349147,216
Total revenue281,724245,122211,915
Cost of revenue:
Product13,50115,27217,804
Service and other74,33058,84248,059
Total cost of revenue87,83174,11465,863
Gross margin193,893171,008146,052
Research and development32,48829,51027,195
Sales and marketing25,65424,45622,759
General and administrative7,2237,6097,575
Operating income128,528109,43388,523
Other income (expense), net(4,901)(1,646)788
Income before income taxes123,627107,78789,311
Provision for income taxes21,79519,65116,950
Net income$101,832$88,136$72,361
Earnings per share:
Basic$13.70$11.86$9.72
Diluted$13.64$11.80$9.68
Weighted average shares outstanding:
Basic7,4337,4317,446
Diluted7,4657,4697,472
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(In millions)
Year Ended June 30,202520242023
Net income$101,832$88,136$72,361
Other comprehensive income (loss), net of tax:
Net change related to derivatives(5)24(14)
Net change related to investments1,574957(1,444)
Translation adjustments and other674(228)(207)
Other comprehensive income (loss)2,243753(1,665)
Comprehensive income$104,075$88,889$70,696
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(In millions)
June 30,20252024
Assets
Current assets:
Cash and cash equivalents$30,242$18,315
Short-term investments64,32357,228
Total cash, cash equivalents, and short-term investments94,56575,543
Accounts receivable, net of allowance for doubtful accounts of $944 and $83069,90556,924
Inventories9381,246
Other current assets25,72326,021
Total current assets191,131159,734
Property and equipment, net of accumulated depreciation of $93,653 and $76,421204,966135,591
Operating lease right-of-use assets24,82318,961
Equity and other investments15,40514,600
Goodwill119,509119,220
Intangible assets, net22,60427,597
Other long-term assets40,56536,460
Total assets$619,003$512,163
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$27,724$21,996
Short-term debt06,693
Current portion of long-term debt2,9992,249
Accrued compensation13,70912,564
Short-term income taxes7,2115,017
Short-term unearned revenue64,55557,582
Other current liabilities25,02019,185
Total current liabilities141,218125,286
Long-term debt40,15242,688
Long-term income taxes25,98627,931
Long-term unearned revenue2,7102,602
Deferred income taxes2,8352,618
Operating lease liabilities17,43715,497
Other long-term liabilities45,18627,064
Total liabilities275,524243,686
Commitments and contingencies
Stockholders’ equity:
Common stock and paid-in capital – shares authorized 24,000; outstanding 7,434 and 7,434109,095100,923
Retained earnings237,731173,144
Accumulated other comprehensive loss(3,347)(5,590)
Total stockholders’ equity343,479268,477
Total liabilities and stockholders’ equity$619,003$512,163
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(In millions)
Year Ended June 30,202520242023
Operations
Net income$101,832$88,136$72,361
Adjustments to reconcile net income to net cash from operations:
Depreciation, amortization, and other34,15322,28713,861
Stock-based compensation expense11,97410,7349,611
Net recognized losses on investments and derivatives609305196
Deferred income taxes(7,056)(4,738)(6,059)
Changes in operating assets and liabilities:
Accounts receivable(10,581)(7,191)(4,087)
Inventories3091,2841,242
Other current assets(3,044)(1,648)(1,991)
Other long-term assets(2,950)(6,817)(2,833)
Accounts payable5693,545(2,721)
Unearned revenue5,4385,3485,535
Income taxes(38)1,687(358)
Other current liabilities5,9224,8672,272
Other long-term liabilities(975)749553
Net cash from operations136,162118,54887,582
Financing
Proceeds from issuance (repayments) of debt, maturities of 90 days or less, net(5,746)5,2500
Proceeds from issuance of debt024,3950
Repayments of debt(3,216)(29,070)(2,750)
Common stock issued2,0562,0021,866
Common stock repurchased(18,420)(17,254)(22,245)
Common stock cash dividends paid(24,082)(21,771)(19,800)
Other, net(2,291)(1,309)(1,006)
Net cash used in financing(51,699)(37,757)(43,935)
Investing
Additions to property and equipment(64,551)(44,477)(28,107)
Acquisition of companies, net of cash acquired and divestitures, and purchases of intangible and other assets(5,978)(69,132)(1,670)
Purchases of investments(29,775)(17,732)(37,651)
Maturities of investments16,07924,77533,510
Sales of investments9,30910,89414,354
Other, net2,317(1,298)(3,116)
Net cash used in investing(72,599)(96,970)(22,680)
Effect of foreign exchange rates on cash and cash equivalents63(210)(194)
Net change in cash and cash equivalents11,927(16,389)20,773
Cash and cash equivalents, beginning of period18,31534,70413,931
Cash and cash equivalents, end of period$30,242$18,315$34,704
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Declaration DateRecord DatePayment DateDividend
Per Share
Amount
Fiscal Year 2025(In millions)
September 16, 2024November 21, 2024December 12, 2024$0.83$6,170
December 3, 2024February 20, 2025March 13, 20250.836,169
March 11, 2025May 15, 2025June 12, 20250.836,169
June 10, 2025August 21, 2025September 11, 20250.836,170
Total$3.32$24,678
Fiscal Year 2024
September 19, 2023November 16, 2023December 14, 2023$0.75$5,574
November 28, 2023February 15, 2024March 14, 20240.755,573
March 12, 2024May 16, 2024June 13, 20240.755,574
June 12, 2024August 15, 2024September 12, 20240.755,574
Total$3.00$22,295
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(In millions, except per share amounts)
Year Ended June 30,202520242023
Common stock and paid-in capital
Balance, beginning of period$100,923$93,718$86,939
Common stock issued2,0562,0021,866
Common stock repurchased(5,856)(5,712)(4,696)
Stock-based compensation expense11,97410,7349,611
Other, net(2)181(2)
Balance, end of period109,095100,92393,718
Retained earnings
Balance, beginning of period173,144118,84884,281
Net income101,83288,13672,361
Common stock cash dividends(24,677)(22,293)(20,226)
Common stock repurchased(12,568)(11,547)(17,568)
Balance, end of period237,731173,144118,848
Accumulated other comprehensive loss
Balance, beginning of period(5,590)(6,343)(4,678)
Other comprehensive income (loss)2,243753(1,665)
Balance, end of period(3,347)(5,590)(6,343)
Total stockholders’ equity$343,479$268,477$206,223
Cash dividends declared per common share$3.32$3.00$2.72
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(In millions, except per share amounts)
Year Ended June 30,202520242023
Net income available for common shareholders (A)$101,832$88,136$72,361
Weighted average outstanding shares of common stock (B)7,4337,4317,446
Dilutive effect of stock-based awards323826
Common stock and common stock equivalents (C)7,4657,4697,472
Earnings Per Share
Basic (A/B)$13.70$11.86$9.72
Diluted (A/C)$13.64$11.80$9.68
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(In millions)
Year Ended June 30,202520242023
Interest and dividends income$2,647$3,157$2,994
Interest expense(2,385)(2,935)(1,968)
Net recognized gains (losses) on investments(349)(118)260
Net losses on derivatives(260)(187)(456)
Net gains (losses) on foreign currency remeasurements171(244)181
Other, net(4,725)(1,319)(223)
Total$(4,901)$(1,646)$788
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(In millions)
Year Ended June 30,202520242023
Realized gains from sales of available-for-sale securities$40$22$36
Realized losses from sales of available-for-sale securities(65)(98)(124)
Impairments and allowance for credit losses823(10)
Total$(17)$(53)$(98)
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(In millions)
Year Ended June 30,202520242023
Net realized gains on investments sold$83$18$75
Net unrealized gains on investments still held536146303
Impairments of investments(951)(229)(20)
Total$(332)$(65)$358
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(In millions)Fair Value
Level
Adjusted
Cost Basis
Unrealized
Gains
Unrealized
Losses
Recorded
Basis
Cash and
Cash
Equivalents
Short-term
Investments
Equity and
Other
Investments
June 30, 2025
Changes in Fair Value Recorded in
Other Comprehensive Income
Commercial paperLevel 2$10,880$0$0$10,880$9,939$941$0
Certificates of depositLevel 22,653002,6532,3093440
U.S. government securitiesLevel 152,87871(1,462)51,4874,74246,7450
U.S. agency securitiesLevel 22,686002,6864962,1900
Foreign government bondsLevel 234924(9)36403640
Mortgage- and asset-backed securitiesLevel 22,55810(27)2,54102,5410
Corporate notes and bondsLevel 210,763124(101)10,786010,7860
Corporate notes and bondsLevel 32,51165(5)2,57101112,460
Municipal securitiesLevel 22071(7)20102010
Municipal securitiesLevel 31040(14)900900
Total debt investments$85,589$295$(1,625)$84,259$17,486$64,313$2,460
Changes in Fair Value Recorded in Net Income
Equity investmentsLevel 1$4,577$1,045$0$3,532
Equity investmentsOther9,141009,141
Total equity investments$13,718$1,045$0$12,673
Cash$11,711$11,711$0$0
Derivatives, net (a)282010272
Total$109,970$30,242$64,323$15,405
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(In millions)Fair Value
Level
Adjusted
Cost Basis
Unrealized
Gains
Unrealized
Losses
Recorded
Basis
Cash and
Cash
Equivalents
Short-term
Investments
Equity and
Other
Investments
June 30, 2024
Changes in Fair Value Recorded in Other Comprehensive Income
Commercial paperLevel 2$4,666$0$0$4,666$4,666$0$0
Certificates of depositLevel 21,547001,5471,503440
U.S. government securitiesLevel 149,6034(2,948)46,6591446,6450
U.S. agency securitiesLevel 21700170170
Foreign government bondsLevel 23193(16)30603060
Mortgage- and asset-backed securitiesLevel 29443(35)91209120
Corporate notes and bondsLevel 29,10628(318)8,81608,8160
Corporate notes and bondsLevel 31,6410(1)1,64001401,500
Municipal securitiesLevel 22620(13)24902490
Municipal securitiesLevel 31040(17)870870
Total debt investments$68,209$38$(3,348)$64,899$6,183$57,216$1,500
Changes in Fair Value Recorded in Net Income
Equity investmentsLevel 1$3,547$561$0$2,986
Equity investmentsOther10,1140010,114
Total equity investments$13,661$561$0$13,100
Cash$11,571$11,571$0$0
Derivatives, net (a)120120
Total$90,143$18,315$57,228$14,600
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Less than 12 Months12 Months or GreaterTotal
Unrealized
Losses
Total
Unrealized
Losses
(In millions)Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
Total
Fair Value
Total
Unrealized
Losses
June 30, 2025
U.S. government and agency securities$2,569$(51)$34,608$(1,411)$37,177$(1,462)
Foreign government bonds43(2)106(7)149(9)
Mortgage- and asset-backed securities841(4)189(23)1,030(27)
Corporate notes and bonds1,107(8)3,105(98)4,212(106)
Municipal securities00168(21)168(21)
Total$4,560$(65)$38,176$(1,560)$42,736$(1,625)
Less than 12 Months12 Months or GreaterTotal
Unrealized
Losses
Total
Unrealized
Losses
(In millions)Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
Total
Fair Value
Total
Unrealized
Losses
June 30, 2024
U.S. government and agency securities$529$(12)$45,821$(2,936)$46,350$(2,948)
Foreign government bonds79(2)180(14)259(16)
Mortgage- and asset-backed securities201(1)409(34)610(35)
Corporate notes and bonds1,310(9)5,779(310)7,089(319)
Municipal securities38(1)243(29)281(30)
Total$2,157$(25)$52,432$(3,323)$54,589$(3,348)
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(In millions)Adjusted
Cost Basis
Estimated
Fair Value
June 30, 2025
Due in one year or less$35,108$34,952
Due after one year through five years42,46041,481
Due after five years through 10 years6,5306,424
Due after 10 years1,4911,402
Total$85,589$84,259
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(In millions)June 30,
2025
June 30,
2024
Designated as Hedging Instruments
Foreign exchange contracts purchased$1,492$1,492
Interest rate contracts purchased1,1501,100
Not Designated as Hedging Instruments
Foreign exchange contracts purchased15,2147,167
Foreign exchange contracts sold43,30731,793
Equity contracts purchased5,4344,016
Equity contracts sold2,1892,165
Other contracts purchased2,7692,113
Other contracts sold1,242811
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6/206/216/226/236/246/25
Microsoft Corporation100.00134.41128.48172.01227.51255.13
S&P 500100.00140.79125.85150.51187.47215.89
NASDAQ Computer100.00150.44117.59154.73223.97254.97
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(In millions)Derivative
Assets
Derivative
Liabilities
Derivative
Assets
Derivative
Liabilities
June 30,
2025
June 30,
2024
Designated as Hedging Instruments
Foreign exchange contracts$89$(44)$24$(76)
Interest rate contracts150190
Not Designated as Hedging Instruments
Foreign exchange contracts248(809)213(230)
Equity contracts385(983)63(491)
Other contracts21(1)12(3)
Gross amounts of derivatives758(1,837)331(800)
Gross amounts of derivatives offset in the balance sheets(258)260(151)152
Cash collateral received0(99)0(104)
Net amounts of derivatives$500$(1,676)$180$(752)
Reported as
Short-term investments$10$0$12$0
Other current assets20101490
Equity and other investments272000
Other long-term assets170190
Other current liabilities0(1,639)0(401)
Other long-term liabilities0(37)0(351)
Total$500$(1,676)$180$(752)
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(In millions)Level 1Level 2Level 3Total
June 30, 2025
Derivative assets$1$474$283$758
Derivative liabilities0(1,832)(5)(1,837)
June 30, 2024
Derivative assets03274331
Derivative liabilities(1)(799)0(800)
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(In millions)
Year Ended June 30,202520242023
Designated as Fair Value Hedging Instruments
Interest rate contracts
Derivatives$5$(23)$(65)
Hedged items(45)(25)38
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Amount reclassified from accumulated other comprehensive loss103(48)61
Not Designated as Hedging Instruments
Foreign exchange contracts(938)367(73)
Equity contracts(266)(177)(420)
Other contracts21(15)(41)
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(In millions)
Year Ended June 30,202520242023
Designated as Cash Flow Hedging Instruments
Foreign exchange contracts
Included in effectiveness assessment$77$   (14)$34
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(In millions)
June 30,20252024
Land$9,338$8,163
Buildings and improvements137,92193,943
Leasehold improvements12,1179,594
Computer equipment and software132,83693,780
Furniture and equipment6,4076,532
Total, at cost298,619212,012
Accumulated depreciation(93,653)(76,421)
Total, net$204,966$135,591
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(In millions)
Cash and cash equivalents$12,976
Goodwill51,001
Intangible assets21,969
Other assets2,503
Long-term debt(2,799)
Long-term income taxes(1,946)
Deferred income taxes(4,676)
Other liabilities(3,620)
Total purchase price$75,408
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(In millions, except average life)AmountWeighted
Average Life
Marketing-related$11,61924 years
Technology-based9,6894 years
Customer-related6614 years
Fair value of intangible assets acquired$21,96915 years
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(In millions, except per share amounts)
Year Ended June 30,20242023
Revenue$247,442$219,790
Net income88,30871,383
Diluted earnings per share11.829.55
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(In millions)June 30,
2023
AcquisitionsOtherJune 30,
2024
AcquisitionsOtherJune 30,
2025
Productivity and Business Processes$31,359$0$2$31,361$0$96$31,457
Intelligent Cloud25,6760(28)25,64804125,689
More Personal Computing10,85151,23512562,211015262,363
Total$67,886$51,235$99$119,220$0$289$119,509
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(In millions)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
June 30,20252024
Marketing-related$16,502$(3,901)$12,601$16,500$(3,101)$13,399
Technology-based22,560(14,959)7,60121,913(10,741)11,172
Customer-related4,278(2,050)2,2286,038(3,051)2,987
Contract-based217(43)17458(19)39
Total$43,557$(20,953)$22,604$44,509$(16,912)$27,597
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Commercial remaining performance obligationCommercial portion of revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods
Microsoft Cloud revenue and revenue growthRevenue from Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365
Microsoft Cloud gross margin percentageGross margin percentage for our Microsoft Cloud business
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(In millions)AmountWeighted
Average Life
AmountWeighted
Average Life
Year Ended June 30,20252024
Marketing-related$1310 years$11,61924 years
Technology-based9129 years10,9474 years
Customer-related00 years6604 years
Contract-based1715 years384 years
Total$1,0969 years$23,26414 years
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(In millions)
Year Ending June 30,
2026$4,594
20272,901
20282,034
20291,851
20301,382
Thereafter9,842
Total$22,604
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(In millions, issuance by calendar year)Maturities
(calendar year)
Stated Interest
Rate
Effective
Interest
Rate
June 30,
2025
June 30,
2024
2009 issuance of $3.8 billion20395.20%5.24%$520$520
2010 issuance of $4.8 billion20404.50%4.57%486486
2011 issuance of $2.3 billion20415.30%5.36%718718
2012 issuance of $2.3 billion20423.50%3.57%454454
2013 issuance of $5.2 billion20433.75%–4.88%3.83%–4.92%314314
2013 issuance of €4.1 billion2028–20332.63%–3.13%2.69%–3.22%2,7002,465
2015 issuance of $23.8 billion2025–20553.13%–4.75%3.18%–4.78%7,5559,805
2016 issuance of $19.8 billion2026–20562.40%–3.95%2.46%–4.03%7,9307,930
2017 issuance of $17.1 billion2026–20573.30%–4.50%3.38%–5.49%6,8336,833
2020 issuance of $10.1 billion2030–20601.35%–2.68%2.53%–5.43%10,11110,111
2021 issuance of $8.2 billion2052–20622.92%–3.04%2.92%–3.04%8,1858,185
2023 issuance of $0.1 billion2026–20501.35%–4.50%5.16%–5.49%5656
2024 issuance of $3.3 billion2026–20501.35%–4.50%5.16%–5.49%3,3443,344
Total face value49,20651,221
Unamortized discount and
issuance costs
(1,155)(1,227)
Hedge fair value adjustments (a)(36)(81)
Premium on debt exchange(4,864)(4,976)
Total debt43,15144,937
Current portion of long-term debt(2,999)(2,249)
Long-term debt$40,152$42,688
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(In millions)
Year Ending June 30,
2026$3,000
20279,250
20280
20292,054
20300
Thereafter34,902
Total$49,206
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(In millions)
Year Ended June 30,202520242023
Current Taxes
U.S. federal$14,086$12,165$14,009
U.S. state and local3,3422,3662,322
Foreign11,4239,8586,678
Current taxes$28,851$24,389$23,009
Deferred Taxes
U.S. federal$(6,250)$(4,791)$(6,146)
U.S. state and local(1,087)(379)(477)
Foreign281432564
Deferred taxes$(7,056)$(4,738)$(6,059)
Provision for income taxes$21,795$19,651$16,950
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(In millions)
Year Ended June 30,202520242023
U.S.$69,212$62,886$52,917
Foreign54,41544,90136,394
Income before income taxes$123,627$107,787$89,311
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Year Ended June 30,202520242023
Federal statutory rate21.0%21.0%21.0%
Effect of:
Foreign earnings taxed at lower rates(1.5)%(1.4)%(1.8)%
Foreign-derived intangible income deduction(1.0)%(1.1)%(1.3)%
State income taxes, net of federal benefit1.5%1.5%1.6%
Research and development credit(1.1)%(1.1)%(1.1)%
Excess tax benefits relating to stock-based compensation(0.9)%(1.1)%(0.7)%
Interest, net1.0%1.1%0.8%
Other reconciling items, net(1.4)%(0.7)%0.5%
Effective rate17.6%18.2%19.0%
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(In millions)
June 30,20252024
Deferred Income Tax Assets
Stock-based compensation expense$909$765
Accruals, reserves, and other expenses5,0504,381
Loss and credit carryforwards2,1141,741
Amortization4,1184,159
Leasing liabilities12,8746,504
Unearned revenue4,3243,717
Book/tax basis differences in investments and debt3039
Capitalized research and development16,89111,442
Other529426
Deferred income tax assets47,11233,144
Less valuation allowance(1,169)(1,045)
Deferred income tax assets, net of valuation allowance$45,943$32,099
Deferred Income Tax Liabilities
Leasing assets$(12,696)$(6,503)
Depreciation(5,699)(3,940)
Deferred tax on foreign earnings(1,148)(1,837)
Other(127)(167)
Deferred income tax liabilities$(19,670)$(12,447)
Net deferred income tax assets$26,273$19,652
Reported As
Other long-term assets$29,108$22,270
Long-term deferred income tax liabilities(2,835)(2,618)
Net deferred income tax assets$26,273$19,652
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(In millions)
Year Ended June 30,202520242023
Beginning unrecognized tax benefits$22,760$17,120$15,593
Decreases related to settlements(240)(76)(329)
Increases for tax positions related to the current year2,0661,9031,051
Increases for tax positions related to prior years4684,289870
Decreases for tax positions related to prior years(300)(464)(60)
Decreases due to lapsed statutes of limitations(25)(12)(5)
Ending unrecognized tax benefits$24,729$22,760$17,120
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(In millions)
June 30,20252024
Productivity and Business Processes$50,567$43,599
Intelligent Cloud14,02213,683
More Personal Computing2,6762,902
Total$67,265$60,184
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Microsoft 365 Commercial cloud revenue growthRevenue from Microsoft 365 Commercial subscriptions, comprising Microsoft 365 Commercial, Enterprise Mobility + Security, the cloud portion of Windows Commercial, the per-user portion of Power BI, Exchange, SharePoint, Microsoft Teams, Microsoft 365 Security and Compliance, and Microsoft 365 Copilot
Microsoft 365 Commercial seat growthThe number of Microsoft 365 Commercial seats at end of period where seats are paid users covered by a Microsoft 365 Commercial subscription
Microsoft 365 Consumer cloud revenue growthRevenue from Microsoft 365 Consumer subscriptions and other consumer services
Microsoft 365 Consumer subscribersThe number of Microsoft 365 Consumer subscribers at end of period
LinkedIn revenue growthRevenue from LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions
Dynamics 365 revenue growthRevenue from Dynamics 365, including a set of intelligent, cloud-based applications across ERP, CRM, Power Apps, and Power Automate
Azure and other cloud services revenue growthRevenue from Azure and other cloud services, including cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services
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(In millions)
Year Ended June 30, 2025
Balance, beginning of period$60,184
Deferral of revenue186,957
Recognition of unearned revenue(179,876)
Balance, end of period$67,265
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(In millions)
Year Ended June 30,202520242023
Operating lease cost$5,524$3,555$2,875
Finance lease cost:
Amortization of right-of-use assets$3,408$1,800$1,352
Interest on lease liabilities1,417734501
Total finance lease cost$4,825$2,534$1,853
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(In millions)
Year Ended June 30,202520242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$4,931$3,550$2,706
Operating cash flows from finance leases1,372734501
Financing cash flows from finance leases2,2831,2861,056
Right-of-use assets obtained in exchange for lease obligations:
Operating leases7,8266,7033,514
Finance leases20,51111,6333,128
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(In millions, except lease term and discount rate)
June 30,20252024
Operating Leases
Operating lease right-of-use assets$24,823$18,961
Other current liabilities$5,424$3,580
Operating lease liabilities17,43715,497
Total operating lease liabilities$22,861$19,077
Finance Leases
Property and equipment, at cost$53,876$32,248
Accumulated depreciation(9,861)(6,386)
Property and equipment, net$44,015$25,862
Other current liabilities$3,172$2,349
Other long-term liabilities43,00024,796
Total finance lease liabilities$46,172$27,145
Weighted Average Remaining Lease Term
Operating leases6 years7 years
Finance leases13 years12 years
Weighted Average Discount Rate
Operating leases3.5%3.3%
Finance leases4.2%3.9%
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(In millions)
Year Ending June 30,Operating
Leases
Finance
Leases
2026$6,111$5,008
20275,2375,157
20283,4955,187
20292,4194,521
20302,0174,382
Thereafter6,20236,251
Total lease payments25,48160,506
Less imputed interest(2,620)(14,334)
Total$22,861$46,172
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(In millions)
Year Ended June 30,202520242023
Balance, beginning of year7,4347,4327,464
Issued313437
Repurchased(31)(32)(69)
Balance, end of year7,4347,4347,432
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(In millions)SharesAmountSharesAmountSharesAmount
Year Ended June 30,202520242023
First Quarter7$2,80011$3,56017$4,600
Second Quarter83,50072,800204,600
Third Quarter83,50072,800184,600
Fourth Quarter83,20072,800144,600
Total31$13,00032$11,96069$18,400
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Declaration DateRecord DatePayment DateDividend
Per Share
Amount
Fiscal Year 2025(In millions)
September 16, 2024November 21, 2024December 12, 2024$0.83$6,170
December 3, 2024February 20, 2025March 13, 20250.836,169
March 11, 2025May 15, 2025June 12, 20250.836,169
June 10, 2025August 21, 2025September 11, 20250.836,170
Total$3.32$24,678
Fiscal Year 2024
September 19, 2023November 16, 2023December 14, 2023$0.75$5,574
November 28, 2023February 15, 2024March 14, 20240.755,573
March 12, 2024May 16, 2024June 13, 20240.755,574
June 12, 2024August 15, 2024September 12, 20240.755,574
Total$3.00$22,295
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(In millions)
Year Ended June 30,202520242023
Derivatives
Balance, beginning of period$(3)$(27)$(13)
Unrealized gains (losses), net of tax of $20, $(4), and $977(14)34
Reclassification adjustments for (gains) losses included in other income
(expense), net
(103)48(61)
Tax expense (benefit) included in provision for income taxes21(10)13
Amounts reclassified from accumulated other comprehensive loss(82)38(48)
Net change related to derivatives, net of tax of $(1), $6, and $(4)(5)24(14)
Balance, end of period$(8)$(3)$(27)
Investments
Balance, beginning of period$(2,625)$(3,582)$(2,138)
Unrealized gains (losses), net of tax of $411, $247, and $(393)1,560915(1,523)
Reclassification adjustments for losses included in other income
(expense), net
175399
Tax benefit included in provision for income taxes(3)(11)(20)
Amounts reclassified from accumulated other comprehensive loss144279
Net change related to investments, net of tax of $414, $258, and $(373)1,574957(1,444)
Balance, end of period$(1,051)$(2,625)$(3,582)
Translation Adjustments and Other
Balance, beginning of period$(2,962)$(2,734)$(2,527)
Translation adjustments and other, net of tax of $8, $0, and $0674(228)(207)
Balance, end of period$(2,288)$(2,962)$(2,734)
Accumulated other comprehensive loss, end of period$(3,347)$(5,590)$(6,343)
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(In millions)
Year Ended June 30,202520242023
Stock-based compensation expense$11,974$10,734$9,611
Income tax benefits related to stock-based compensation2,0271,8261,651
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Windows OEM and Devices revenue growthRevenue from sales of Windows Pro and non-Pro licenses sold through the OEM channel and sales of first-party Devices, including Surface and PC accessories
Xbox content and services revenue growthRevenue from Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, and other cloud services
Search and news advertising revenue (ex TAC) growthRevenue from search and news advertising excluding traffic acquisition costs (“TAC”) paid to Bing Ads network publishers and news partners
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Year Ended June 30,202520242023
Dividends per share (quarterly amounts)$0.75 –  0.83$0.68 –  0.75$0.62 –  0.68
Interest rates3.4% – 5.5%3.8% – 5.6%2.0% – 5.4%
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SharesWeighted Average
Grant-Date Fair Value
(In millions)
Stock Awards
Nonvested balance, beginning of year88$292.28
Granted (a)39413.90
Vested(38)293.25
Forfeited(7)317.23
Nonvested balance, end of year82$347.44
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(Shares in millions)
Year Ended June 30,202520242023
Shares purchased667
Average price per share$385.10$339.46$245.59
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(In millions)
Year Ended June 30,202520242023
Productivity and Business Processes
Revenue$120,810$106,820$94,151
Cost of revenue22,42219,61117,202
Operating expenses28,61527,54826,875
Operating Income$69,773$59,661$50,074
Intelligent Cloud
Revenue$106,265$87,464$72,944
Cost of revenue40,17129,61124,109
Operating expenses21,50520,04020,424
Operating Income$44,589$37,813$28,411
More Personal Computing
Revenue$54,649$50,838$44,820
Cost of revenue25,23824,89224,552
Operating expenses15,24513,98710,230
Operating Income$14,166$11,959$10,038
Total
Revenue$281,724$245,122$211,915
Cost of revenue87,83174,11465,863
Operating expenses65,36561,57557,529
Operating Income$128,528$109,433$88,523
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(In millions)
Year Ended June 30,202520242023
United States (a)$144,546$124,704$106,744
Other countries137,178120,418105,171
Total$281,724$245,122$211,915
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(In millions)
Year Ended June 30,202520242023
Server products and cloud services$98,435$79,828$65,007
Microsoft 365 Commercial products and cloud services87,76776,96966,949
Gaming23,45521,50315,466
LinkedIn17,81216,37214,989
Windows and Devices17,31417,02617,147
Search and news advertising13,87812,30612,125
Dynamics products and cloud services7,8276,8315,796
Enterprise and partner services7,7607,5947,900
Microsoft 365 Consumer products and cloud services7,4046,6486,417
Other7245119
Total$281,724$245,122$211,915
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(In millions)
June 30,202520242023
United States$230,069$186,106$114,380
Other countries141,833115,26372,859
Total$371,902$301,369$187,239
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/S/ DELOITTE & TOUCHE LLP
Seattle, Washington
July 30, 2025
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Satya Nadella
Chairman and Chief Executive Officer,
Microsoft Corporation
Catherine MacGregor 2,4
Group Chief Executive Officer and
Director, Engie S.A.
Carlos Rodriguez 1, 2
Director, Automatic Data
Processing, Inc.
Reid G. Hoffman 4
Partner, Greylock Partners
Mark A. L. Mason 3
Chief Financial Officer, Citigroup Inc.
Charles W. Scharf 2,3
Chief Executive Officer, President,
and Director, Wells Fargo & Company
Hugh F. Johnston 1
Senior Executive Vice President and
Chief Financial Officer,
The Walt Disney Company
Sandra E. Peterson 2,3
Lead Independent Director,
Microsoft Corporation
Operating Partner, Clayton, Dubilier &
Rice, LLC
John W. Stanton 1,4
Founder and Chairman, Trilogy
Partnerships
Teri L. List 1,3
Former Executive Vice President and
Chief Financial Officer, The Gap, Inc.
Penny S. Pritzker 4
Founder and Chairman, PSP
Partners, LLC
Emma N. Walmsley 2,4
Chief Executive Officer and Director, GSK plc
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Satya Nadella
Chairman and Chief Executive Officer
Amy E. Hood
Executive Vice President and Chief Financial Officer
Judson B. Althoff
Executive Vice President and CEO Microsoft Commercial
Takeshi Numoto
Executive Vice President and Chief Marketing Officer
Amy L. Coleman
Executive Vice President and Chief Human Resources Officer
Bradford L. Smith
Vice Chair and President
Kathleen T. Hogan
Executive Vice President, Office of Strategy and Transformation
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(In millions, except percentages and per share amounts)20252024Percentage
Change
Revenue$281,724$245,12215%
Gross margin193,893171,00813%
Operating income128,528109,43317%
Net income101,83288,13616%
Diluted earnings per share13.6411.8016%
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(In millions, except percentages)20252024Percentage
Change
Productivity and Business Processes
Revenue$120,810$106,82013%
Cost of revenue22,42219,61114%
Operating expenses28,61527,5484%
Operating Income$69,773$59,66117%
Intelligent Cloud
Revenue$106,265$87,46421%
Cost of revenue40,17129,61136%
Operating expenses21,50520,0407%
Operating Income$44,589$37,81318%
More Personal Computing
Revenue$54,649$50,8387%
Cost of revenue25,23824,8921%
Operating expenses15,24513,9879%
Operating Income$14,166$11,95918%
Total
Revenue$281,724$245,12215%
Cost of revenue87,83174,11419%
Operating expenses65,36561,5756%
Operating Income$128,528$109,43317%
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(In millions, except percentages)20252024Percentage
Change
Research and development$32,488$29,51010%
As a percent of revenue12%12%0ppt
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Please see Reconciliation of Non-GAAP Financial \nMeasures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results\nNotice\nNotice of Internet Availability of Proxy Materials\nNVIDIA, Company, \nwe, us, our\nNVIDIA Corporation, a Delaware corporation\nNYSE\nNew York Stock Exchange\nPSU\nPerformance stock unit\nPwC\nPricewaterhouseCoopers LLP\nRSU\nRestricted stock unit\nS&P 500\nStandard & Poor’s 500 Composite Index\nSEC\nU.S. Securities and Exchange Commission\nSection 162(m)\nSection 162(m) of the Internal Revenue Code\nSecurities Act\nSecurities Act of 1933, as amended\nStretch \nCompensation Plan\nPerformance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum \nnumbers of SY PSUs and MY PSUs to become eligible to vest\nSY PSUs\nPSUs based on annual Non-GAAP Operating Income performance with a single-year performance metric, \nvesting over four years\nThreshold\nMinimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY \nPSUs to become eligible to vest\nTSR\nTotal shareholder return\nVariable Cash Plan\nThe Company’s variable cash compensation plan\n3", - "path": "NVIDIA FY26 Annual Report.pdf/DEFINITIONS", - "metadata": { - "length": 3358, - "summary": "This page is a glossary of definitions titled 'DEFINITIONS' from a corporate document, likely an annual report or proxy statement. It lists various acronyms and terms (such as ASC 718, GAAP, NEOs, PSU) alongside their specific meanings in the context of NVIDIA Corporation's compensation plans and governance. 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Growth was led by \nCompute & Networking, where Data Center compute revenue grew 59% driven by demand for our Blackwell platform, and \nData Center networking revenue increased 142% driven by the ramp of NVLink compute fabric for Blackwell systems, as \nwell as continued growth in Ethernet and InfiniBand. Gross margin was 71.1%, operating income reached $130.4 billion \nand diluted earnings per share increased 67% to $4.90.\nFiscal 2026 Results\nRevenue\nGross Margin\nOperating Income\nDiluted Earnings Per \nShare\n$215.9 billion \n71.1%\n$130.4 billion\n$4.90\nup 65% year on year\n down 3.9 points year on year \nup 60% year on year \nup 67% year on year \nFiscal 2026 Reportable Segments\nOur two reportable segments are “Compute & Networking” and “Graphics”: \nCompute & Networking\nGraphics\nTotal\nRevenue\n$193.5 billion (1)\n$22.5 billion (1)\n$215.9 billion\nup 67% year on year\nup 57% year on year\nup 65% year on year\nOperating \nIncome (2) \n$130.1 billion\n$9.2 billion\n$139.3 billion\nup 57% year on year\nup 80% year on year\nup 58% year on year\n(1) This figure has been rounded to the nearest tenth of a billion. Due to rounding, the sum of the figures does not equal the total as presented.\n(2) Segment operating income differs from consolidated operating income as certain expenses are not allocated to either Compute & Networking or \nGraphics for purposes of making operating decisions or assessing financial performance.\nFiscal 2026 Market Platforms\nOur platforms address four large markets where our expertise is critical:\nData Center\nGaming\nProfessional \nVisualization\nAutomotive\n$193.7 billion revenue\n$16.0 billion revenue\n$3.2 billion revenue\n$2.3 billion revenue\nup 68% year on year\nup 41% year on year\nup 70% year on year\nup 39% year on year\n4\n\nBusiness Highlights\n•\nLaunched and scaled the NVIDIA Blackwell Ultra platform – built on the architectural breakthroughs of Blackwell, \ndelivering 50x higher throughput and 35x lower token cost versus Hopper\n•\nExtended our inference leadership – sweeping MLPerf and SemiAnalysis InferenceMax benchmarks – by \nleveraging our extreme co-design approach, where GPUs, CPUs, networking, security, software, power delivery, \nand cooling are architected together as a single system, rather than optimized in isolation to maximize \nperformance per watt\n•\nIntroduced the NVIDIA Vera Rubin platform – including new chips and racks – built for agentic AI and co-designed \nto deliver up to 10x lower token cost versus Blackwell\n•\nEntered into a non-exclusive licensing agreement with Groq and introduced the NVIDIA Groq 3 LPX, an \naccelerator for NVIDIA Vera Rubin, designed to meet the low-latency and large-context demands of agentic \nsystems\n•\nAnnounced new and expanding partnerships to cultivate ecosystem growth, unlock new markets, and accelerate \nNVIDIA platform adoption, including those with Anthropic, Meta, Nokia, and OpenAI\n•\nTurbocharged AI market development with an accelerating release cadence of NVIDIA open models including \nNemotron for agentic AI, Cosmos for physical AI, and Alpamayo for autonomous vehicles\n•\nAnnounced key physical AI milestones including $6 billion in Fiscal 2026 physical AI revenue, NVIDIA DRIVE-\npowered L4-ready Mercedes-Benz vehicles, and an Uber partnership to scale the world’s largest L4-ready mobility \nnetwork\n•\nAdvanced quantum computing with new technologies and NVIDIA-powered systems including NVIDIA NVQLink \nGPU-QPU interconnect and ABCI-Q, the world’s largest Quantum research supercomputer\nFiscal 2026 Shareholder Returns\nTotal Shareholder Return (TSR)*\nReturn of Capital to Shareholders (in billions)\n*Represents cumulative stock price appreciation with dividends \nreinvested and is measured for the applicable fiscal year periods \nbased on the closing price ($187.67) of NVIDIA’s common stock \non January 23, 2026, the last trading day before the end of our \nFiscal 2026, as reported by Nasdaq.\nPlease see our Form 10-K for more financial information for Fiscal 2026. \n5", - "path": "NVIDIA FY26 Annual Report.pdf/BUSINESS OVERVIEW", - "metadata": { - "length": 4206, - "summary": "The 'BUSINESS OVERVIEW' section details NVIDIA's strong financial performance in Fiscal 2026, highlighting a 65% year-on-year revenue increase to $215.9 billion driven by the Compute & Networking segment and the Blackwell platform. It breaks down results into reportable segments ('Compute & Networking' and 'Graphics') and market platforms ('Data Center', 'Gaming', 'Professional Visualization', and 'Automotive'), providing specific revenue figures and growth percentages for each.", - "page_nums": [ - 23, - 24 - ], - "keywords": [ - "NVIDIA", - "Blackwell", - "NVLink", - "Ethernet", - "InfiniBand" - ], - "connect_to": [ - { - "target": "asset_57c0b638-1178-5f84-a678-927604e6a641", - "relation": "embeds", - "ref": "[tables/table_page_23_1.html]" - }, - { - "target": "asset_ee814044-12f1-5078-b0df-319f084db66f", - "relation": "embeds", - "ref": "[tables/table_page_23_2.html]" - }, - { - "target": "asset_22c7b48f-3948-5f6a-8861-924c74f8e776", - "relation": "embeds", - "ref": "[images/image_page_23_figure_3.png]" - }, - { - "target": "asset_08ee72a4-5c25-5b89-96c0-5c844f0f2ba0", - "relation": "embeds", - "ref": "[images/image_page_24_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_1f71f785-fa3b-53e2-b81c-8531f8722d85", - "type": "page", - "content": "PROXY SUMMARY\nThis summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the \ninformation that you should consider, and you should read the entire proxy statement carefully before voting.\n2026 Annual Meeting of Stockholders\nDate and time:\nWednesday, June 24, 2026 at 9:00 a.m. Pacific Time\nLocation:\nVirtually at www.virtualshareholdermeeting.com/NVDA2026\nRecord date:\nStockholders as of April 27, 2026 are entitled to vote\nAdmission to meeting:\nYou will need your Control Number to attend the 2026 Meeting\nVoting Matters and Board Recommendations \nA summary of the 2026 Meeting proposals is below. Every stockholder’s vote is important. Our Board urges you to vote \nyour shares FOR each of the nominees listed in Proposal 1, FOR Proposals 2 and 3, and AGAINST Proposals 4, 5, 6, and \n7. \nMatter\nPage\nBoard \nRecommends\nVote Required \nfor Approval\nEffect of \nAbstentions\nEffect of \nBroker Non-\nVotes\nManagement Proposals:\n1\nElection of Ten Directors\n14\nFOR each \ndirector \nnominee\nMore FOR than AGAINST \nvotes\nNone\nNone\n2\nAdvisory Approval of Our \nExecutive Compensation\n37\nFOR\nMajority of shares present, \nin person or represented \nby proxy, and entitled to \nvote on this matter\nAgainst\nNone\n3\nRatification of the Selection \nof PwC as Our Independent \nRegistered Public \nAccounting Firm for Fiscal \n2027\n58\nFOR\nMajority of shares present, \nin person or represented \nby proxy, and entitled to \nvote on this matter\nAgainst\nN/A*\nStockholder Proposals:\n4\nSimple Majority Vote \nStandard\n61\nAGAINST\nMajority of shares present, \nin person or represented \nby proxy, and entitled to \nvote on this matter\nAgainst\nNone\n5\nReport on Faith-Based \nCommunity Resource \nGroups\n63\nAGAINST\nMajority of shares present, \nin person or represented \nby proxy, and entitled to \nvote on this matter\nAgainst\nNone\n6\nReport on Workforce Civil \nLiberties\n65\nAGAINST\nMajority of shares present, \nin person or represented \nby proxy, and entitled to \nvote on this matter\nAgainst\nNone\n7\nGreenhouse Gas Emissions \nDisclosure\n67\nAGAINST\nMajority of shares present, \nin person or represented \nby proxy, and entitled to \nvote on this matter\nAgainst\nNone\n* Because this is a routine proposal, there are no broker non-votes.\n6", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/2026 Annual Meeting of Stockholders", - "metadata": { - "length": 2246, - "summary": "This section outlines the logistical details for the 2026 Annual Meeting of Stockholders, including the date (Wednesday, June 24, 2026), time (9:00 a.m. Pacific Time), location (virtual at www.virtualshareholdermeeting.com/NVDA2026), record date (April 27, 2026), and admission requirements (Control Number).", - "page_nums": [ - 25 - ], - "keywords": [ - "Wednesday, June 24, 2026", - "www.virtualshareholdermeeting.com/NVDA2026", - "April 27, 2026" - ], - "connect_to": [ - { - "target": "asset_39b2ba56-9edd-5268-b5a6-cbcad0a827f5", - "relation": "embeds", - "ref": "[tables/table_page_25_1.html]" - } - ], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ad7dc86a-a172-50e1-b993-9de031d21229", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/2026 Annual Meeting of Stockholders p25]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Voting Matters and Board Recommendations", - "metadata": { - "length": 93, - "summary": "This section outlines the Board of Directors' recommendations for the 2026 Annual Meeting proposals. It categorizes seven items into Management Proposals (1-3) and Stockholder Proposals (4-7). The Board recommends voting FOR the election of directors, advisory approval of executive compensation, and ratification of PwC as the independent auditor. Conversely, the Board recommends voting AGAINST four stockholder proposals regarding a simple majority vote standard, reports on faith-based community resource groups, workforce civil liberties, and greenhouse gas emissions disclosure. The table details the specific vote required for approval and the effect of abstentions or broker non-votes for each matter.", - "page_nums": [ - 25 - ], - "keywords": [ - "PwC" - ], - "connect_to": [ - { - "target": "asset_39b2ba56-9edd-5268-b5a6-cbcad0a827f5", - "relation": "related", - "ref": "[tables/table_page_25_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/2026 Annual Meeting of Stockholders" - } - ], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7b985130-b564-55f4-be7e-b46d2ffd9cec", - "type": "page", - "content": "Election of Directors (Proposal 1)\nThe following table provides summary information about each director nominee:\nName\nAge\nDirector \nSince\nIndependent\nFinancial \nExpert (1)\nCommittee \nMembership \nNumber of Other \nPublic Company \nBoards\nTench Coxe\n68\n1993\nü\nAC, CC\nJohn O. Dabiri\n46\n2020\nü\nCC, NCGC\nJen-Hsun Huang\n63\n1993\nDawn Hudson\n68\n2013\nü\nü\nCC Chairperson\nHarvey C. Jones \n73\n1993\nü\nü\nAC, NCGC\nMelissa B. Lora\n63\n2023\nü\nü\nAC, NCGC\n1\nStephen C. Neal\n(Lead Director)\n77\n2019\nü\nNCGC Chairperson\nA. Brooke Seawell\n78\n1997\nü\nü\nAC Chairperson\n1\nAarti Shah \n61\n2020\nü\nAC, CC\n1\nMark A. Stevens\n66\n2008 (2)\nü\nCC, NCGC\n(1) Qualified as an AC financial expert.\n(2) Previously served as a member of our Board from 1993 until 2006. \nThe Board recommends that you vote FOR each director nominee. \nRecent Refreshment and Nominee Qualifications\nOur director nominees reflect a broad range of competencies, professional experience, and backgrounds, and contribute \ndiverse viewpoints and perspectives to our Board. The Board seeks to balance the benefits of continuity and institutional \nknowledge of our longer-serving directors with the introduction of new perspectives and ideas through the appointment \nof new directors. In furtherance of this approach, one-third of our independent directors have joined the Board since \n2020. The Board, through the NCGC, actively oversees Board composition to maintain an appropriate mix of skills, \nexperience, and perspectives aligned with the Company’s strategy and evolving business needs. As a part of this process, \nthe Board also periodically refreshes committee membership and chairpersons to promote a variety of viewpoints and \nbroaden director engagement across key areas of oversight on the Board committees. \nOn May 7, 2026, the Board approved an increase in the size of the Board from ten to eleven directors and appointed \nSuzanne Nora Johnson to fill the newly created directorship, in each case effective July 13, 2026. Ms. Nora Johnson will \njoin the Board effective July 13, 2026, due to a prior professional commitment. She is expected to join the AC on the \neffective date of her appointment.\nNominee Skills, Competencies, and Attributes\nBelow are the skills, competencies, and attributes that our NCGC and Board consider important for our directors to have, \nconsidering our current business and future market opportunities, and the director nominees who possess them: \nSenior \nLeadership & \nOperations \nExperience\nIndustry & \nTechnical\nFinancial /\nFinancial \nCommunity\nGovernance \n& Public \nCompany \nBoard\nEmerging \nTechnologies \n& Business \nModels\nMarketing, \nCommunications \n& Brand \nManagement\nRegulatory, \nLegal & Risk \nManagement\nHuman \nCapital \nManagement \nExperience \nCoxe\nü\nü\nü\nü\nDabiri\nü\nü\nHuang\nü\nü\nü\nü\nü\nü\nü\nü\nHudson\nü\nü\nü\nü\nü\nJones\nü\nü\nü\nü\nü\nü\nü\nLora\nü\nü\nü\nü\nü\nü\nNeal\nü\nü\nü\nü\nü\nSeawell\nü\nü\nü\nü\nü\nü\nShah\nü\nü\nü\nü\nü\nü\nü\nStevens\nü\nü\nü\nü\n7", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Election of Directors (Proposal 1)", - "metadata": { - "length": 2911, - "summary": "This page details the 'Election of Directors (Proposal 1)' and provides a summary table of director nominees including their age, tenure, independence status, and committee memberships. It includes a recommendation to vote for each nominee and discusses recent board refreshment, specifically mentioning the appointment of Suzanne Nora Johnson effective July 13, 2026. The bottom section outlines key skills and competencies required for directors and maps these attributes against specific nominees like Coxe, Huang, and Hudson.", - "page_nums": [ - 26 - ], - "keywords": [ - "Tench Coxe", - "John O. Dabiri", - "Jen-Hsun Huang", - "Dawn Hudson", - "Harvey C. Jones", - "Melissa B. Lora", - "Stephen C. Neal", - "A. Brooke Seawell", - "Aarti Shah", - "Mark A. Stevens", - "Suzanne Nora Johnson", - "Ms. Nora Johnson" - ], - "connect_to": [ - { - "target": "asset_980e65e9-40b5-5c83-9cb2-67fe58b10538", - "relation": "embeds", - "ref": "[tables/table_page_26_1.html]" - }, - { - "target": "asset_3623f3e7-796b-5f3d-80eb-0b60b26a7a2a", - "relation": "embeds", - "ref": "[images/image_page_26_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8b224440-429c-56af-88a2-13fc1ad283ad", - "type": "page", - "content": "Corporate Governance Highlights\nOur Board is committed to strong corporate governance to promote the long-term interests of the Company and our \nstockholders. We seek a collaborative approach to stockholder issues that affect our business and to ensure that our \nstockholders see our governance and executive pay practices as well-structured. In Fall 2025, we contacted our top \ninstitutional stockholders, representing an aggregate ownership of 34% of our shares, to gain insights into their views on \nour corporate governance, compensation and corporate sustainability practices. Highlights of our corporate governance \npractices include: \nü All directors independent, except for our CEO\nü Independent Lead Director\nü Proxy access\nü Declassified Board\nü Majority voting for directors\nü Active Board oversight of risk management\nü Stockholders can call a special meeting\nü 75% or greater attendance by each director at meetings \nof the Board and applicable committees\nü Independent directors frequently meet in executive\n sessions\nü At least annual Board and committee self-assessments \nü Annual stockholder outreach, including Lead Director \nparticipation\nü Stock ownership guidelines for our directors and NEOs\nAdvisory Approval of Executive Compensation for Fiscal 2026 (Proposal 2)\nWe are asking our stockholders to cast a non-binding vote, also known as “say-on-pay,” to approve our NEOs’ \ncompensation. The Board believes that our compensation policies and practices are effective in achieving our goals of \npaying for performance, providing competitive pay so that we may attract and retain a high-caliber executive team, \naligning our executives’ interests with those of our stockholders to create long-term value, and achieving simplicity and \ntransparency with our compensation program. The Board and our stockholders have approved holding our “say-on-pay” \nvotes annually. The Board recommends that you vote FOR Proposal 2. \nExecutive Compensation Highlights\nOur executive compensation program is designed to reward performance. We use compensation elements that align our \nNEOs’ interests with those of stockholders to drive long-term value. Our NEOs’ compensation is heavily weighted toward \nperformance-based, “at-risk” variable cash and long-term equity awards, which are earned only if the Company achieves \npre-established financial metrics, with caps on maximum payouts. In recent years, over 90% of our CEO’s and over 45% of \nour other NEOs’ total target pay have been performance-based and at-risk. Additionally, 100% of our CEO’s equity awards \nhave been granted solely as PSUs.\nFor Fiscal 2026, the CC kept NEO cash compensation constant as compared to Fiscal 2025, but increased target equity \nopportunities for all NEOs to recognize the complexity and scope of their roles and responsibilities. The CC also set Fiscal \n2026 target equity opportunities at levels that aligned total target pay for all NEOs other than our CEO to reflect their \ncomparable, significant contributions and impact on corporate performance. To motivate executives, the CC set the Base \nCompensation Plan revenue goal for the Fiscal 2026 Variable Cash Plan in line with our record Fiscal 2025 results and the \nBase Compensation Plan Non-GAAP Operating Income goal for SY PSUs granted in Fiscal 2026 in line with our \ncorresponding Fiscal 2025 Stretch Compensation Plan goal.\nFinancial Performance and Link to Executive Pay\nAs described in CD&A, a significant portion of our executive pay opportunities are tied to the achievement of financial \nmeasures that drive business value and contribute to our long-term success. The tables below show our goals for the \napplicable periods that were completed at the end of Fiscal 2026, performance achievement against the goals, and their \nimpacts on our executives’ pay.\nPERFORMANCE GOALS\nVariable Cash Plan\nSY PSUs\nMY PSUs\nFiscal 2026 \nRevenue\nPayout as a \n% of Target \nOpportunity \nFiscal 2026 Non-\nGAAP Operating \nIncome (1)\nShares Eligible to \nVest as a % of \nTarget Opportunity \nFiscal 2024 to 2026 \n3-Year Relative TSR\nShares Eligible to \nVest as a % of \nTarget Opportunity\nThreshold\n$100.0 billion\n50%\n$46.0 billion\n50%\n25th percentile\n25%\nBase Compensation \nPlan \n$130.0 billion\n100%\n$71.0 billion\n100%\n50th percentile\n100%\nStretch \nCompensation Plan \n$160.0 billion (2)\n200%\n$96.0 billion (2)\nCEO 150% \nOther NEOs 200%\n75th percentile\nCEO 150% \nOther NEOs 200%\nPERFORMANCE ACHIEVEMENT AND PAYOUTS\nVariable Cash Plan\nSY PSUs\nMY PSUs\nPerformance \nAchievement for \nPeriod Ended Fiscal \n2026 (3)\n$215.9 billion \nrevenue\n$137.3 billion \nNon-GAAP Operating Income (1)\n100th percentile \n3-year TSR relative to S&P 500\n(1,055%)\nPayout as % of \nTarget Opportunity\n200%\nCEO 150%\nOther NEOs 200%\nCEO 150%\nOther NEOs 200%\n8", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights", - "metadata": { - "length": 4777, - "summary": "The section outlines the company's commitment to strong corporate governance and its collaborative approach with stockholders. It details key governance practices, including having an independent Lead Director, declassified board, majority voting for directors, and active oversight of risk management. The text also highlights director attendance requirements, self-assessments, and stock ownership guidelines.", - "page_nums": [ - 27 - ], - "keywords": [ - "CEO" - ], - "connect_to": [ - { - "target": "asset_6550552c-3a40-573a-a624-ab6cdc2ef4ff", - "relation": "embeds", - "ref": "[tables/table_page_27_1.html]" - }, - { - "target": "asset_cda5855a-f123-56cf-9b14-7154cb1666f1", - "relation": "embeds", - "ref": "[tables/table_page_27_2.html]" - } - ], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_eaeaf2ae-abc3-59e4-8352-4fa417a3ebb2", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights p27]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Advisory Approval of Executive Compensation for Fiscal 2026 (Proposal 2)/Executive Compensation Highlights", - "metadata": { - "length": 89, - "summary": "This section outlines the company's executive compensation philosophy, emphasizing a performance-based and at-risk structure designed to align NEO interests with stockholders. It details that for Fiscal 2026, cash compensation remained constant while target equity opportunities were increased. The text also describes specific financial goals set by the Compensation Committee (CC) for the Base Compensation Plan, including revenue targets for Variable Cash Plans and operating income targets for PSUs.", - "page_nums": [ - 27 - ], - "keywords": [ - "Fiscal 2026", - "NEOs", - "CEO", - "Compensation Committee", - "Base Compensation Plan" - ], - "connect_to": [ - { - "target": "asset_6550552c-3a40-573a-a624-ab6cdc2ef4ff", - "relation": "related", - "ref": "[tables/table_page_27_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights" - }, - { - "target": "asset_cda5855a-f123-56cf-9b14-7154cb1666f1", - "relation": "related", - "ref": "[tables/table_page_27_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights" - } - ], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b0837246-cf80-5505-8ea2-44cd1c8dd0ea", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights p27]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Advisory Approval of Executive Compensation for Fiscal 2026 (Proposal 2)/Financial Performance and Link to Executive Pay", - "metadata": { - "length": 89, - "summary": "This section details the link between financial performance and executive pay for Fiscal 2026. It explains that a significant portion of executive compensation is tied to financial metrics driving business value. The content includes two tables: 'Performance Goals' outlines targets for Variable Cash Plans, SY PSUs, and MY PSUs based on revenue, operating income, and Total Shareholder Return (TSR); and 'Performance Achievement and Payouts' shows the actual results achieved at the end of Fiscal 2026 and the corresponding payout percentages relative to target opportunities.", - "page_nums": [ - 27 - ], - "keywords": [ - "CD&A", - "S&P 500" - ], - "connect_to": [ - { - "target": "asset_6550552c-3a40-573a-a624-ab6cdc2ef4ff", - "relation": "related", - "ref": "[tables/table_page_27_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights" - }, - { - "target": "asset_cda5855a-f123-56cf-9b14-7154cb1666f1", - "relation": "related", - "ref": "[tables/table_page_27_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Corporate Governance Highlights" - } - ], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_58f64eb0-68a7-5a44-8989-9875db9a08e1", - "type": "page", - "content": "(1) See Reconciliation of Non-GAAP Financial Measures in CD&A for a reconciliation between the non-GAAP financial measures and GAAP results.\n(2) Our original Fiscal 2026 Stretch Compensation Plan revenue goal of $190.0 billion was automatically adjusted to $160.0 billion, and our original Fiscal \n2026 Stretch Compensation Plan Non-GAAP Operating Income goal of $120.0 billion was automatically adjusted to $96.0 billion, due to the imposition of \nadditional export controls on the Company’s H20 products during the first half of Fiscal 2026. See Fiscal 2026 Compensation Actions and Achievements—\nPerformance Metrics and Goals for Executive Compensation in CD&A for further discussion of these adjustments.\n(3) See Performance Metrics and Goals for Executive Compensation in CD&A for a description and further discussion of revenue, Non-GAAP Operating Income, \nand 3-year relative TSR.\nRatification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2027 (Proposal 3)\nWhile not required, we are asking our stockholders to ratify the AC’s selection of PwC as our independent registered \npublic accounting firm for Fiscal 2027, as we believe it is a matter of good corporate practice. If our stockholders do not \nratify the selection, the AC will reconsider the appointment, but may nevertheless retain PwC. Even if the selection is \nratified, the AC may select a different independent registered public accounting firm at any time if it determines that \nsuch a change would be in the best interests of NVIDIA and our stockholders. The Board recommends that you \nvote FOR Proposal 3. \nStockholder Proposal 4\nA stockholder is asking our Board to take steps to replace the supermajority voting provisions in our Charter and Bylaws \nwith a simple majority standard. The proposal is advisory only and approval of the proposal would not, by itself, implement \na simple majority voting standard. At our 2025 Meeting, the Board proposed and recommended that stockholders \napprove an amendment and restatement of our Charter to eliminate the remaining supermajority voting provisions, which \ndid not pass. The Board recommends that you vote AGAINST Proposal 4.\nStockholder Proposal 5\nA stockholder is asking our Board to evaluate and report on faith-based community resource groups. NVIDIA is \ncommitted to ensuring that our employees are protected and supported through enterprise-wide policies, practices, and \nreporting mechanisms. Our Board believes that our existing policies, practices, and feedback mechanisms already address \nthe issues raised in Proposal 5. The Board recommends that you vote AGAINST Proposal 5.\nStockholder Proposal 6\nA stockholder is asking our Board to evaluate and report on civil rights and non-discrimination related to DEI. NVIDIA \ncomplies with applicable law and is committed to equal employment opportunity requirements. In addition, the Board \nmaintains strong oversight and compliance mechanisms to ensure these policies and practices are effectively \nimplemented. Our Board believes these oversight structures provide sufficient and comprehensive governance and \naccountability for the policies and practices addressed by Proposal 6. The Board recommends that you vote AGAINST \nProposal 6.\nStockholder Proposal 7\nA stockholder is asking our Board to report and disclose GHG emissions from the use of the Company’s sold products. \nOur Board believes Proposal 7 is unnecessary given NVIDIA’s history of robust climate reporting and targets, and our \nfuture disclosure plans. The Board believes NVIDIA’s management is best positioned to make decisions regarding the \nspecific content and methodology of our climate disclosures. The Board recommends that you vote AGAINST Proposal 7.\nIN MEMORIAM\nROBERT K. BURGESS\nThe Board of Directors and the entire NVIDIA family mourn the passing of Robert K. Burgess, who \nserved as a valued member of our Board from 2011 to 2025.\nOver his 14 years of dedicated service, Rob provided exceptional leadership and unwavering \ncommitment to the Company and its stockholders, offering invaluable guidance throughout a period \nof significant growth. Beyond his many professional contributions, Rob was admired for his warmth, \ncandor, and sense of humor. He will be deeply missed.\n9", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2027 (Proposal 3)", - "metadata": { - "length": 4277, - "summary": "This section requests stockholders to ratify the Audit Committee's selection of PwC as the independent registered public accounting firm for Fiscal 2027. It states that while ratification is not required, the Board recommends a 'FOR' vote, noting that the AC may still retain or change the firm regardless of the stockholder vote.", - "page_nums": [ - 28 - ], - "keywords": [ - "PwC", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ade7ce77-1c30-5987-a35b-e2bd0399431d", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2027 (Proposal 3) p28]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Stockholder Proposal 4", - "metadata": { - "length": 172, - "summary": "This section addresses Stockholder Proposal 4, which requests the Board to replace supermajority voting provisions in the Company's Charter and Bylaws with a simple majority standard. The proposal is advisory only. The text notes that at the 2025 Meeting, a similar amendment was proposed but did not pass. Consequently, the Board recommends that stockholders vote AGAINST this proposal.", - "page_nums": [ - 28 - ], - "keywords": [ - "Board", - "Charter", - "Bylaws", - "2025 Meeting" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_5e63f7b7-3ec1-5d5d-88e9-4d3ebf3f4d4e", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2027 (Proposal 3) p28]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Stockholder Proposal 5", - "metadata": { - "length": 172, - "summary": "Stockholder Proposal 5 requests the Board to evaluate and report on faith-based community resource groups. The Board recommends voting against this proposal, stating that existing policies, practices, and feedback mechanisms already address these issues.", - "page_nums": [ - 28 - ], - "keywords": [ - "NVIDIA", - "Board" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d7eff7a1-3421-593e-bddb-599fe06b5fc5", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2027 (Proposal 3) p28]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Stockholder Proposal 6", - "metadata": { - "length": 172, - "summary": "Stockholder Proposal 6 requests the Board to evaluate and report on civil rights and non-discrimination related to Diversity, Equity, and Inclusion (DEI). The Board recommends voting against this proposal, stating that NVIDIA complies with applicable law, is committed to equal employment opportunity, and maintains strong oversight mechanisms for these policies.", - "page_nums": [ - 28 - ], - "keywords": [ - "NVIDIA", - "Board" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d2b79cb5-d128-5799-9169-e94093c7b25f", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Ratification of Selection of PwC as our Independent Registered Public Accounting Firm for Fiscal 2027 (Proposal 3) p28]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/Stockholder Proposal 7", - "metadata": { - "length": 172, - "summary": "Stockholder Proposal 7 requests that the Board report and disclose greenhouse gas (GHG) emissions resulting from the use of NVIDIA's sold products. The Board recommends voting against this proposal, stating that such disclosure is unnecessary given NVIDIA's existing robust climate reporting history, targets, and future plans. The Board asserts that management is best positioned to determine the specific content and methodology for these disclosures.", - "page_nums": [ - 28 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_549d0f8b-411d-5b75-85e0-d0f94fb405e0", - "type": "page", - "content": "NVIDIA CORPORATION\n2788 SAN TOMAS EXPRESSWAY\nSANTA CLARA, CALIFORNIA 95051\n(408) 486-2000\n  ____________________________________________________\nPROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026\n ____________________________________________________\nInformation About the 2026 Meeting\nYour proxy is being solicited on behalf of the Board for use at the 2026 Meeting. Our 2026 Meeting will take place \nvirtually on Wednesday, June 24, 2026 at 9:00 a.m. Pacific Time. \nVirtual Meeting Philosophy and Benefits\nThe Board believes holding the 2026 Meeting in a virtual format invites participation from stockholders regardless of \nlocation, while reducing costs to stockholders and the Company. This balance allows the 2026 Meeting to remain focused \non matters directly relevant to stockholder interests in an efficient way. We have designed the virtual format to protect \nstockholder rights, including by offering multiple opportunities to ask questions, publishing answers to questions \nreceived for the 2026 Meeting on our Investor Relations website, and providing a replay of the webcast after the 2026 \nMeeting.\nMeeting Attendance\nIf you were an NVIDIA stockholder as of the close of business on the April 27, 2026 record date, or if you hold a valid \nproxy, \nyou \ncan \nattend, \nask \nquestions \nbefore \nand \nduring, \nand \nvote \nat \nour \n2026 \nMeeting \nat \nwww.virtualshareholdermeeting.com/NVDA2026. Our 2026 Meeting will be held virtually; use the Control Number \nincluded on your Notice or printed proxy card to enter. Anyone can also listen to the 2026 Meeting live; if you encounter \nany difficulties accessing the virtual 2026 Meeting, please call the technical support number available at \nwww.virtualshareholdermeeting.com/NVDA2026. \nA replay of the webcast will be available at www.nvidia.com/proxy through June 24, 2027. \nEven if you plan to attend the 2026 Meeting virtually, we recommend that you also vote by proxy as described below so \nthat your vote will be counted if you later decide not to attend. \nAsking Questions\nWe encourage stockholders to submit questions through our pre-meeting forum at www.proxyvote.com (using the \nControl Number included on your Notice or printed proxy card), as well as during the 2026 Meeting at \nwww.virtualshareholdermeeting.com/NVDA2026. During the 2026 Meeting, we will answer as many stockholder-\nsubmitted questions related to the business of the 2026 Meeting as time permits. We will publish on our Investor \nRelations website answers to questions as soon as practicable after the 2026 Meeting. We intend to group questions and \nanswers by topic and answer substantially similar questions only once. To promote fairness to all stockholders and \nefficient use of the Company’s resources, we will respond to one question per stockholder. We reserve the right to \nexclude questions that are not pertinent to company business or are otherwise unsuitable for the conduct of the 2026 \nMeeting.\nQuorum and Voting\nTo hold our 2026 Meeting, we need a majority of the outstanding shares entitled to vote at the close of business on the \nApril 27, 2026 record date, or a quorum, represented at the 2026 Meeting either by attendance virtually or by proxy. On \nApril 27, 2026, there were 24,220,525,225 shares of common stock outstanding and entitled to vote, meaning \n12,110,262,613 shares must be represented at the 2026 Meeting or by proxy to have a quorum. A list of stockholders \n10", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026", - "metadata": { - "length": 3470, - "summary": "This section provides information regarding the 2026 Annual Meeting of Stockholders for NVIDIA Corporation, scheduled for June 24, 2026. It details the virtual meeting format, attendance eligibility based on the April 27, 2026 record date, and instructions for voting and asking questions via proxyvote.com or the virtual shareholder meeting website. Additionally, it outlines the quorum requirements, specifying that a majority of outstanding shares must be represented to hold the meeting.", - "page_nums": [ - 29 - ], - "keywords": [ - "NVIDIA CORPORATION", - "Board", - "NVIDIA", - "Santa Clara" - ], - "connect_to": [ - { - "target": "asset_9a1b0dc1-b9d7-5207-83ac-c13690168fc6", - "relation": "embeds", - "ref": "[images/image_page_29_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7d81a939-4bde-57ab-ac96-f8d9bd66b048", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026 p29]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Virtual Meeting Philosophy and Benefits", - "metadata": { - "length": 133, - "summary": "This section outlines the Board's rationale for holding the 2026 Meeting in a virtual format, citing benefits such as increased participation regardless of location and reduced costs. It also details measures taken to protect stockholder rights, including opportunities to ask questions, publishing answers on the Investor Relations website, and providing a webcast replay.", - "page_nums": [ - 29 - ], - "keywords": [ - "Board", - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_9a1b0dc1-b9d7-5207-83ac-c13690168fc6", - "relation": "related", - "ref": "[images/image_page_29_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_5fff60dc-de2c-5f00-adc9-3bdd10dc1ed1", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026 p29]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Meeting Attendance", - "metadata": { - "length": 133, - "summary": "This section outlines the eligibility and procedures for attending the 2026 Annual Meeting of Stockholders. It specifies that stockholders as of the April 27, 2026 record date or those holding a valid proxy may attend virtually at www.virtualshareholdermeeting.com/NVDA2026 using their Control Number. The text also notes that anyone can listen to the meeting live, provides technical support contact information, mentions a webcast replay available through June 24, 2027, and recommends voting by proxy even if planning to attend.", - "page_nums": [ - 29 - ], - "keywords": [ - "NVIDIA", - "April 27, 2026" - ], - "connect_to": [ - { - "target": "asset_9a1b0dc1-b9d7-5207-83ac-c13690168fc6", - "relation": "related", - "ref": "[images/image_page_29_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_f141c372-c74a-593d-8c02-4f2b7b7b1931", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026 p29]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Asking Questions", - "metadata": { - "length": 133, - "summary": "This section outlines the process for stockholders to submit questions regarding the 2026 Annual Meeting. It encourages submissions via a pre-meeting forum at www.proxyvote.com and during the meeting at www.virtualshareholdermeeting.com/NVDA2026. The company plans to answer as many questions as time permits, group similar questions, and respond to only one question per stockholder to ensure fairness and efficient use of resources. Questions unrelated to company business or unsuitable for the meeting may be excluded.", - "page_nums": [ - 29 - ], - "keywords": [ - "NVIDIA", - "www.proxyvote.com", - "www.virtualshareholdermeeting.com/NVDA2026" - ], - "connect_to": [ - { - "target": "asset_9a1b0dc1-b9d7-5207-83ac-c13690168fc6", - "relation": "related", - "ref": "[images/image_page_29_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a098f6ff-53e8-5d1d-b365-224517536b32", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026 p29]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting", - "metadata": { - "length": 133, - "summary": "The section titled 'Quorum and Voting' explains the requirements for holding the 2026 Annual Meeting of Stockholders. It states that a quorum is achieved when a majority of outstanding shares entitled to vote are represented, either by virtual attendance or proxy. The text specifies the record date as April 27, 2026, notes there were 24,220,525,225 shares outstanding on that date, and calculates that 12,110,262,613 shares must be represented to establish a quorum.", - "page_nums": [ - 29 - ], - "keywords": [ - "NVIDIA", - "2026 Meeting", - "April 27, 2026" - ], - "connect_to": [ - { - "target": "asset_9a1b0dc1-b9d7-5207-83ac-c13690168fc6", - "relation": "related", - "ref": "[images/image_page_29_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY SUMMARY/PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2026" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_40f3aaf9-53a3-50db-b49e-f7e77e3b3812", - "type": "page", - "content": "entitled to vote at the close of business on the record date will be available at our headquarters, 2788 San Tomas \nExpressway, Santa Clara, California, for 10 days prior to the 2026 Meeting to stockholders of record for any legally valid \npurpose germane to the 2026 Meeting. To schedule an appointment to view the stockholder list during this period, please \ncontact us at shareholdermeeting@nvidia.com.\nYour shares will count towards the quorum only if you submit a valid proxy or vote at the 2026 Meeting. Abstentions and \nbroker non-votes will count towards the quorum requirement. If there is not a quorum, a majority of the votes present \nmay adjourn the 2026 Meeting to another date.\nFor Proposal 1, you may vote FOR or AGAINST each Board nominee, or you may ABSTAIN from voting. For each other \nmatter to be voted on, you may vote FOR or AGAINST or ABSTAIN from voting. \nStockholder of Record\nYou are a stockholder of record if your shares were registered directly in your name with our transfer agent, \nComputershare, on April 27, 2026. You can vote shares, change your vote, or revoke your proxy before the final vote at \nthe 2026 Meeting in any of the following ways:\nVote\nChange Your \nVote\nRevoke Your \nProxy\nVirtually attend and vote at the 2026 Meeting\nü\nü\nVia mail, by signing and mailing your proxy card to us before the 2026 \nMeeting\nü\nBy telephone or online, by following the instructions provided in the Notice or \nyour proxy materials\nü\nü\nSubmit another properly completed proxy card with a later date\nü\nSend a written notice that you are revoking your proxy to NVIDIA Corporation, \n2788 San Tomas Expressway, Santa Clara, California 95051, Attention: \nTimothy S. Teter, Secretary, or via email to shareholdermeeting@nvidia.com\nü\nIf you do not vote using any of the ways described above, your shares will not be voted.\nStreet Name Holder \nIf your shares were held through a nominee, such as a bank or broker, as of April 27, 2026, then you were the beneficial \nowner of shares held in “street name,” and you have the right to direct the nominee how to vote those shares for the \n2026 Meeting. The nominee should provide you a separate Notice or voting instructions, which you should follow to tell \nthe nominee how to vote. To vote by attending the 2026 Meeting virtually, you must obtain a valid proxy from your \nnominee. \nIf you are a beneficial holder and do not provide voting instructions to your nominee, the nominee will not be authorized \nto vote your shares on “non-routine” matters, including elections of directors (even if not contested) and executive \ncompensation (including any advisory stockholder votes on executive compensation), and stockholder proposals. This is \ncalled a “broker non-vote.” However, the nominee can still register your shares as being present at the 2026 Meeting for \ndetermining quorum, and the nominee will have discretion to vote for matters considered by the NYSE to be “routine,” \nincluding Proposal 3 regarding the ratification of the selection of our independent registered public accounting firm. If \nyou are a beneficial owner and want to ensure that all of the shares you beneficially own are voted for or against Proposal \n3, you must give your nominee specific instructions to do so or the nominee will have discretion to vote on that proposal. \nFor Proposals 1, 2, 4, 5, 6, and 7, which are “non-discretionary” items, you MUST give your nominee instructions in order \nfor your vote to be counted. We strongly encourage you to vote.\nAny NVIDIA stockholder whose shares are held in street name by a member brokerage firm may revoke a proxy and vote \ntheir shares at the 2026 Meeting only in accordance with applicable rules and procedures of the national stock \nexchanges, as used by the holder’s brokerage firm. \n11", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Stockholder of Record", - "metadata": { - "length": 3798, - "summary": "This section defines a 'Stockholder of Record' as someone whose shares are registered directly with the transfer agent, Computershare, on April 27, 2026. It provides a table outlining five methods for these stockholders to vote, change their vote, or revoke their proxy: virtually attending the meeting, mailing a proxy card, voting by telephone/online, submitting a later proxy card, or sending a written notice of revocation to NVIDIA Corporation.", - "page_nums": [ - 30 - ], - "keywords": [ - "Computershare", - "NVIDIA Corporation", - "Timothy S. Teter" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3e376afe-5fc5-5e90-8cc3-6abecd583dc1", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Stockholder of Record p30]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Street Name Holder", - "metadata": { - "length": 134, - "summary": "This section explains the voting rights and procedures for beneficial owners of shares held in 'street name' through a nominee, such as a bank or broker. It details that these shareholders must direct their nominee on how to vote and obtain a valid proxy to attend the 2026 Meeting virtually. The text defines 'broker non-votes' which occur when instructions are not provided for non-routine matters like director elections or executive compensation. It emphasizes that specific instructions are mandatory for Proposals 1, 2, 4, 5, 6, and 7 (non-discretionary items) for votes to be counted.", - "page_nums": [ - 30 - ], - "keywords": [ - "NYSE", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ad53aa45-6bf2-505d-9930-10b8aad40c15", - "type": "page", - "content": "Vote Count\nOn each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock owned as of April \n27, 2026. Votes will be counted by the inspector of election as follows:\nProposal \nNumber\nProposal Description\nVote Required for Approval \nEffect of \nAbstentions\nBroker \nNon-Votes\n1\nElection of ten directors\nMore FOR than AGAINST votes\nNone\nNone\n2\nAdvisory approval of our executive \ncompensation\nMajority of shares present, in \nperson or represented by proxy, \nand entitled to vote on this matter\nAgainst\nNone\n3\nRatification of the selection of PwC \nas our independent registered public \naccounting firm for Fiscal 2027\nMajority of shares present, in \nperson or represented by proxy, \nand entitled to vote on this matter\nAgainst\nN/A*\n4\nStockholder Proposal: Simple \nMajority Vote Standard\nMajority of shares present, in \nperson or represented by proxy, \nand entitled to vote on this matter\nAgainst\nNone\n5\nStockholder Proposal: Report on \nFaith-Based Community Resource \nGroups\nMajority of shares present, in \nperson or represented by proxy, \nand entitled to vote on this matter\nAgainst\nNone\n6\nStockholder Proposal: Report on \nWorkforce Civil Liberties\nMajority of shares present, in \nperson or represented by proxy, \nand entitled to vote on this matter\nAgainst\nNone\n7\nStockholder Proposal: Greenhouse \nGas Emissions Disclosure\nMajority of shares present, in \nperson or represented by proxy, \nand entitled to vote on this matter\nAgainst\nNone\n* Because this is a routine proposal, there are no broker non-votes.\nIf you are a stockholder of record and you return a signed proxy card without marking any selections, your shares will be \nvoted FOR each of the nominees listed in Proposal 1, FOR Proposals 2 and 3, and AGAINST Proposals 4, 5, 6, and 7. If any \nother matter is properly presented at the 2026 Meeting, one of the proxyholders will vote your shares using his best \njudgment.\nVote Results\nPreliminary voting results will be announced at the 2026 Meeting. Final voting results will be published in a current report \non Form 8-K, which will be filed with the SEC by June 30, 2026.\nProxy Materials\nAs permitted by SEC rules, we are making our proxy materials available to stockholders online at www.nvidia.com/proxy. \nOn or about May 12, 2026, we sent stockholders who owned our common stock at the close of business on April 27, 2026 \n(except those who previously requested electronic or paper delivery) a Notice with instructions on how to access our \nproxy materials, vote online or by telephone, and elect to receive future proxy materials electronically or in printed form \nby mail.\nIf you choose to receive future proxy materials electronically (via www.proxyvote.com for stockholders of record and \nwww.icsdelivery.com/nvda for street name holders), you will receive an email next year with links to the proxy materials \nand proxy voting site. \nSEC rules also permit companies and intermediaries, such as brokers, to satisfy Notice and proxy material delivery \nrequirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials \naddressed to those stockholders. We follow this practice, known as “householding,” unless we have received contrary \ninstructions from any stockholder at that address. \nIf you received more than one Notice or full set of proxy materials, your shares are either registered in more than one \nname or held in different accounts. Please vote the shares covered by each Notice or proxy card. To modify your \ninstructions so that you receive one Notice or proxy card for each account or name, contact your broker. Your \n“householding” election will continue until you are notified otherwise or until you revoke your consent. \n12", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Vote Count", - "metadata": { - "length": 3748, - "summary": "This section outlines the voting rules for seven proposals at the NVIDIA meeting. It specifies that stockholders have one vote per share as of April 27, 2026. A table details each proposal (including the election of directors and various stockholder proposals), the required vote threshold for approval (typically a majority of shares present or 'More FOR than AGAINST'), and the effect of abstentions and broker non-votes.", - "page_nums": [ - 31 - ], - "keywords": [ - "NVIDIA", - "PwC" - ], - "connect_to": [ - { - "target": "asset_0c505dcc-6020-57f9-9593-8494b33c8709", - "relation": "embeds", - "ref": "[tables/table_page_31_1.html]" - } - ], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_530a6c72-9971-5e85-9824-fb9a36d6488e", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Vote Count p31]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Vote Results", - "metadata": { - "length": 123, - "summary": "This section states that preliminary voting results will be announced at the 2026 Meeting, while final results will be published in a current report on Form 8-K filed with the SEC by June 30, 2026.", - "page_nums": [ - 31 - ], - "keywords": [ - "2026 Meeting", - "SEC" - ], - "connect_to": [ - { - "target": "asset_0c505dcc-6020-57f9-9593-8494b33c8709", - "relation": "related", - "ref": "[tables/table_page_31_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Vote Count" - } - ], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_376d1087-9aca-5a2a-963f-a8f86a5366d0", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Vote Count p31]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Proxy Materials", - "metadata": { - "length": 123, - "summary": "This section explains how NVIDIA makes proxy materials available to stockholders online at www.nvidia.com/proxy. It details the distribution of a Notice on or about May 12, 2026, for stockholders of record as of April 27, 2026, providing instructions on accessing materials and voting online or by telephone. The text also describes options for receiving future materials electronically via www.proxyvote.com or www.icsdelivery.com/nvda, and outlines the 'householding' practice where companies deliver a single set of materials to multiple stockholders sharing an address.", - "page_nums": [ - 31 - ], - "keywords": [ - "NVIDIA", - "SEC", - "www.nvidia.com/proxy", - "May 12, 2026", - "April 27, 2026", - "www.proxyvote.com", - "www.icsdelivery.com/nvda" - ], - "connect_to": [ - { - "target": "asset_0c505dcc-6020-57f9-9593-8494b33c8709", - "relation": "related", - "ref": "[tables/table_page_31_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Quorum and Voting/Vote Count" - } - ], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9897243e-022d-5e82-9b64-cc582fa556cc", - "type": "page", - "content": "To change how you receive proxy materials (electronically or in print), or to request receipt of a separate set of \ndocuments to a household, contact our Investor Relations Department through our website at www.nvidia.com, by email \nto shareholdermeeting@nvidia.com, by phone at (408) 486-2000, or by mail at 2788 San Tomas Expressway, Santa Clara, \nCalifornia 95051.\nWe will pay the entire cost of soliciting proxies. Our directors and employees may also solicit proxies in person, by \ntelephone, by mail, via the Internet, or by other means. Our directors and employees will not receive any additional \ncompensation for soliciting proxies. We have also retained MacKenzie Partners on an advisory basis for an approximate \nfee of $20,000; they may help us solicit proxies from brokers, bank nominees, and other institutional owners. We may \nalso reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.\n2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business\nProposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8\nStockholders who wish to present proposals pursuant to Rule 14a-8 promulgated under the Exchange Act for inclusion in \nour 2027 Meeting proxy materials must submit their proposals in writing to NVIDIA Corporation, 2788 San Tomas \nExpressway, \nSanta \nClara, \nCalifornia \n95051, \nAttention: \nTimothy \nS. \nTeter, \nSecretary, \nor \nby \nemail \nto \nshareholdermeeting@nvidia.com, on or before January 12, 2027.\nDirector Nominations Under Our Proxy Access Bylaw\nA stockholder (or a group of up to 20 stockholders) who has owned at least 3% of the voting power of our outstanding \ncapital stock for at least three continuous years and has complied with the other requirements in our Bylaws may \nnominate and include in our proxy materials director nominees constituting up to the greater of (a) up to two director \ncandidates or (b) up to 20% of the number of directors in office on the last day that a submission may be delivered. \nNotice of a proxy access nomination for consideration at our 2027 Meeting must be received following the above \ninstructions not later than the close of business on March 26, 2027, and not earlier than February 24, 2027. If we hold \nthe 2027 Meeting more than 30 days prior to, or delayed by more than 30 days after, the first anniversary of the 2026 \nMeeting, for written notice by the stockholder to be timely, such notice must be delivered following the above \ninstructions not earlier than the close of business on the 120th day prior to the 2027 Meeting and not later than the close \nof business on the 90th day prior to the 2027 Meeting or the 10th day following the day on which public announcement \nof the date of the 2027 Meeting is first made by us, whichever is later.\nOther Director Nominations and Proposals\nApart from Rule 14a-8 and the proxy access provision of our Bylaws, under our Bylaws certain procedures must be \nfollowed for a stockholder to nominate a director or introduce an item of business at an annual meeting of stockholders. \nIf you wish to nominate a director or introduce an item of business at the 2027 Meeting that is not included in our 2027 \nMeeting proxy materials, you must do so in writing following the above instructions not later than the close of business \non March 26, 2027, and not earlier than February 24, 2027. If we hold the 2027 Meeting more than 30 days prior to, or \ndelayed by more than 70 days after, the first anniversary of the 2026 Meeting, for written notice by the stockholder to be \ntimely, such notice must be delivered following the above instructions not earlier than the close of business on the 120th \nday prior to the 2027 Meeting and not later than the close of business on the 90th day prior to the 2027 Meeting or the \n10th day following the day on which public announcement of the date of the 2027 Meeting is first made by us, whichever \nis later.\nAdditional Requirements and Information\nWe advise you to review our Bylaws, which include additional requirements for advance notice of stockholder proposals, \ndirector nominations, and proxy access nominations. We recognize the importance of stockholders’ ability to nominate \ndirectors to our Board. Accordingly, our Board will consider feedback received through our stockholder engagement \nprocess regarding the process and disclosure requirements of our Bylaws for nominating directors and other proposals. \nOur Board will engage with stockholders of various holdings size regarding any proposed amendments to our Bylaws that \nwould require a nominating stockholder to disclose to us (i) such stockholder’s plans to nominate candidates to the \nboards of other public companies, or disclose prior director nominations or proposals that such stockholder privately \nsubmitted to other public companies, or (ii) information about such stockholder’s limited partners or business associates \nbeyond the existing requirements of our Bylaws.\n13", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Proposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8", - "metadata": { - "length": 5050, - "summary": "This section outlines the requirements for stockholders wishing to submit proposals for inclusion in the 2027 Meeting proxy materials pursuant to Rule 14a-8. It specifies that proposals must be submitted in writing or by email to NVIDIA Corporation, addressed to Secretary Timothy S. Teter, with a deadline of January 12, 2027.", - "page_nums": [ - 32 - ], - "keywords": [ - "Rule 14a-8", - "Exchange Act", - "NVIDIA Corporation", - "Timothy S. Teter" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_fb869a5c-e574-5cca-babc-845ac7a72404", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Proposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8 p32]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Director Nominations Under Our Proxy Access Bylaw", - "metadata": { - "length": 289, - "summary": "This section outlines the requirements for stockholders to nominate directors under the company's Proxy Access Bylaw. Eligible stockholders (or groups of up to 20) must have owned at least 3% of voting power for three continuous years and can nominate up to two candidates or 20% of the board. The notice period for the 2027 Meeting is specified as between February 24, 2027, and March 26, 2027.", - "page_nums": [ - 32 - ], - "keywords": [ - "NVIDIA Corporation", - "Timothy S. Teter" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9a8d8c15-bed5-5d28-a3c8-d818a91306c6", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Proposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8 p32]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Other Director Nominations and Proposals", - "metadata": { - "length": 289, - "summary": "This section outlines the procedures for stockholders to nominate a director or introduce business items at the 2027 annual meeting that are not included in the proxy materials. It specifies that such nominations must be submitted in writing between February 24, 2027, and March 26, 2027. The text also details alternative notice deadlines if the meeting date is delayed or moved more than 30 days from the anniversary of the previous year's meeting.", - "page_nums": [ - 32 - ], - "keywords": [ - "2027 Meeting", - "2026 Meeting" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c2a62d1e-87c8-56ba-b0ea-2239eb5b5d18", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Proposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8 p32]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Additional Requirements and Information", - "metadata": { - "length": 289, - "summary": "This section advises stockholders to review the company's Bylaws for additional requirements regarding advance notice of proposals and director nominations. It highlights the Board's commitment to considering feedback on these processes and outlines specific engagement protocols with stockholders proposing amendments that would require disclosure of plans to nominate candidates to other public boards or information about limited partners.", - "page_nums": [ - 32 - ], - "keywords": [ - "NVIDIA Corporation", - "Board" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9ce64c53-2644-5ae4-b947-733e857f94e0", - "type": "page", - "content": "Proposal 1—Election of Directors\nWhat am I voting on? Electing the 10 director nominees identified below to hold office until the 2027 Meeting and until \nhis or her successor is elected or appointed.\nVote required for approval: Directors are elected if they receive more FOR votes than AGAINST votes.\nEffect of abstentions: None.\nEffect of broker non-votes: None.\nOur Board currently consists of 10 members. Our nominees include 9 independent directors, as defined by the rules and \nregulations of Nasdaq, and one NVIDIA officer: Mr. Huang, who serves as our President and CEO. \nAll of our directors have one-year terms and stand for election annually. Each nominee is currently a director of NVIDIA \npreviously elected by our stockholders. \nThe Board expects the nominees will be available for election. If a nominee declines or is unable to act as a director, your \nproxy may be voted for any substitute nominee proposed by the Board or the size of the Board may be reduced. \nRecommendation of the Board\nThe Board recommends that you vote FOR the election of each of the following nominees:\n \nName\nAge\nDirector \nSince\nOccupation\nIndependent\nFinancial \nExpert (1)\nCommittee \nMembership\nNumber of \nOther Public \nCompany \nBoards\nTench Coxe\n68\n1993\nFormer Managing Director, \nSutter Hill Ventures\nü\nAC, CC\nJohn O. Dabiri\n46\n2020\nCentennial Professor of \nAeronautics and Mechanical \nEngineering, California Institute \nof Technology\nü\nCC, NCGC\nJen-Hsun Huang\n63\n1993\nPresident & CEO, NVIDIA \nCorporation\nDawn Hudson\n68\n2013\nFormer Chief Marketing Officer, \nNational Football League & \nFormer CEO Pepsi-Cola North \nAmerica\nü\nü\nCC Chairperson\nHarvey C. Jones \n73\n1993\nManaging Partner, Square Wave \nVentures\nü\nü\nAC, NCGC\nMelissa B. Lora\n63\n2023\nFormer President, Taco Bell \nInternational\nü\nü\nAC, NCGC\n1\nStephen C. Neal\n(Lead Director)\n77\n2019\nChairman Emeritus & Senior \nCounsel, Cooley LLP\nü\nNCGC \nChairperson\nA. Brooke Seawell\n78\n1997\nVenture Partner, New Enterprise \nAssociates\nü\nü\nAC Chairperson\n1\nAarti Shah\n61\n2020\nFormer Senior Vice President & \nChief Information and Digital \nOfficer, Eli Lilly and Company\nü\nAC, CC\n1\nMark A. Stevens\n66\n2008 (2) Managing Partner, S-Cubed \nCapital\nü\nCC, NCGC\n(1) Qualified as an AC financial expert.\n(2) Previously served as a member of our Board from 1993 until 2006.\n14", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Proposal 1—Election of Directors", - "metadata": { - "length": 2316, - "summary": "This page outlines Proposal 1 for the Election of Directors, detailing voting rules and board composition. It features a table listing ten nominees for election to the Board of Directors, including their names, ages, tenure since joining, occupations, independence status, financial expertise, committee memberships, and other public board roles.", - "page_nums": [ - 33 - ], - "keywords": [ - "Nasdaq", - "NVIDIA", - "Mr. Huang", - "Tench Coxe", - "John O. Dabiri", - "Jen-Hsun Huang", - "Dawn Hudson", - "Harvey C. Jones", - "Melissa B. Lora", - "Stephen C. Neal", - "A. Brooke Seawell", - "Aarti Shah", - "Mark A. Stevens", - "Sutter Hill Ventures", - "California Institute of Technology", - "National Football League", - "Pepsi-Cola North America", - "Square Wave Ventures", - "Taco Bell International", - "Cooley LLP", - "New Enterprise Associates", - "Eli Lilly and Company", - "S-Cubed Capital" - ], - "connect_to": [ - { - "target": "asset_d32d0797-a9d0-51df-a1e9-21692f473132", - "relation": "embeds", - "ref": "[tables/table_page_33_1.html]" - } - ], - "page_assets": [ - { - "page_num": 33, - "artifact_ref": "page_citation_assets/page-33.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_4ab896c3-65ea-56ba-8783-063029f62db1", - "type": "page", - "content": "Director Qualifications and Nomination of Directors\nThe NCGC identifies, reviews and assesses the qualifications of current and potential directors and recommends \nnominees for Board approval. In accordance with our Corporate Governance Policies and the NCGC Charter, the NCGC \nconsiders a nominee’s background and experience to ensure that a broad range of perspectives is represented. The \nNCGC may conduct appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates \nand engage a professional search firm to assist the committee in identifying, evaluating, and conducting due diligence on \npotential director nominees. The NCGC has not established specific age, gender, education, experience, or skill \nrequirements, and instead considers numerous factors regarding the nominee, including those listed below, taking into \naccount our current and future business models: \n• Integrity and candor\n• Independence\n• Senior leadership and operational experience\n• Professional, technical and industry knowledge\n• Financial expertise\n• Financial community experience (including as an investor in \nother companies)\n• Marketing, communications and brand management \nbackground\n• Governance and public company board experience\n• Experience with emerging technologies and new business \nmodels\n• Regulatory, legal, and risk management expertise, including in \ncybersecurity matters\n• Mix of backgrounds, experiences, and perspectives\n• Human capital management experience\n• Experience in academia\n• Willingness and ability to devote substantial time and effort to \nBoard responsibilities and Company oversight\n• Ability to represent the interests of the stockholders as a whole \nrather than special interest groups or constituencies\n• All relationships between the proposed nominee and any of our \nstockholders, competitors, customers, suppliers, or other \npersons with a relationship to NVIDIA\n• For nominees for re-election, overall service to NVIDIA, including \npast attendance, participation and contributions to the \nactivities of the Board and its committees\nThe NCGC and the Board understand the importance of Board refreshment, and strive to maintain an appropriate mix of \ntenure, professional experiences and backgrounds, skills, and education on the Board. The Board seeks to balance the \nbenefits of continuity and institutional knowledge of our longer-serving directors, with the introduction of new \nperspectives and ideas through the appointment of new directors. In furtherance of this approach, one-third of our \nindependent directors have joined the Board since 2020. The Board, through the NCGC, actively oversees Board \ncomposition to maintain an appropriate mix of skills, experience and perspectives, aligned with the Company’s strategy \nand evolving business needs. Our longer-tenured directors are familiar with our operations and business areas and have \nthe perspective of overseeing our activities from a variety of economic and competitive environments, which enhances \nthe Board’s oversight of strategy and risks. Given our growth and the breadth of our product offerings, as well as the \nincreasingly complex macroeconomic and geopolitical factors we face, these experienced directors are a significant asset \nto the Board. Our newer directors have brought expertise in brand development and cybersecurity, familiarity with \ntechnology developments at leading academic institutions, and senior management, operating, and finance experience, all \nof which are important to supporting NVIDIA as it enters new markets. Each year, the NCGC and Board review each \ndirector’s individual performance, including the director’s past contributions, outside experiences and activities, and \ncommittee participation, and determine how his or her experience and skills continue to add value to NVIDIA and the \nBoard. As a part of this process, the Board also periodically refreshes committee membership and chairpersons to help \npromote a variety of viewpoints and broaden director engagement across key areas of oversight on the Board \ncommittees. Since the 2025 Meeting, Ms. Lora and Dr. Dabiri have joined the NCGC.\n15\n\nBelow are the skills, competencies, and attributes that our Board considers important for our directors to have, \nconsidering our current business and future market opportunities:\nSenior Leadership \n& Operations \nExperience\nDirectors with senior leadership and operations experience provide informed oversight \nof our business, and unique experiences and perspectives. They are uniquely positioned \nto contribute practical insight into business strategy and operations, driving growth, \nbuilding and strengthening corporate culture, and supporting the achievement of \nstrategic priorities and objectives.\nIndustry & \nTechnical\nDirectors with industry experience and technical backgrounds facilitate within the Board \na deeper understanding of innovations and a technical assessment of our products and \nservices. \nFinancial/Financial \nCommunity\nExperience in financial matters and the financial community assists our Board with \nreview of our operations and finances, including overseeing our financial statements, \ncapital structure and internal controls. Those with a venture capital background also \noffer valuable stockholder perspectives.\nGovernance & \nPublic Company \nBoard\nDirectors with experience in corporate governance, such as service on boards and board \ncommittees, or as executives of other large, public companies, are familiar with the \ndynamics and operation of a board of directors and the impact that governance policies \nhave on a company. This experience supports our goals of strong Board and \nmanagement accountability, transparency, and protection of stockholder interests. \nPublic company board experience also helps our directors identify challenges and risks \nwe face as a public company, including oversight of strategic, operational, and \ncompliance-related matters, and stockholder relations.\nEmerging \nTechnologies & \nBusiness Models\nExperience in emerging technologies and business models is integral to our growth \nstrategies given our unique business model and provides important insights as our \nbusiness expands into new areas.\nMarketing, \nCommunications & \nBrand \nManagement\nDirectors with experience in marketing, communications, and brand management offer \nguidance on our products directly marketed to consumers, important perspectives on \nexpanding our market share, and expertise in communicating with our customers and \nother stakeholders.\nRegulatory, Legal & \nRisk Management\nOur business requires compliance with a variety of regulatory requirements in different \njurisdictions. We face new regulatory matters and regulations as our business grows. \nWe are also subject to multiple lawsuits. Directors with experience in governmental, \npublic policy, legal, and risk management areas, including cybersecurity, help provide \nvaluable insights and oversight for our Company.\nHuman Capital \nManagement \nExperience\nOur people are critical to our success. Directors with experience in organizational \nmanagement, talent development, and developing values and culture in a large global \nworkforce provide key insights. Human capital management experience also assists our \nBoard in overseeing executive and employee compensation, development, and \nengagement.\nThe NCGC evaluates candidates proposed by stockholders using the same criteria it uses for other candidates. \nStockholders seeking to recommend a prospective nominee should follow the instructions under Stockholder \nCommunications with the Board of Directors below. The stockholder(s) must provide timely written notice of such \nrecommended nominee and the stockholder(s) and such recommended nominee must satisfy the other requirements \nspecified in our Bylaws and Corporate Governance Policies, both of which are available on the Investor Relations section \nof our website at www.nvidia.com. Stockholders are advised to review these documents.\nProxy Access\nOur Board voluntarily adopted proxy access. We will include in our proxy statement information regarding the greater of \n(i) up to two director candidates or (ii) up to 20% of the number of directors in office on the last day that a submission \nmay be delivered, if nominated by a stockholder (or group of up to 20 stockholders) owning at least 3% of the voting \npower of our outstanding capital stock for at least three continuous years. The stockholder(s) must provide timely \nwritten notice of such nomination and the stockholder(s) and nominee must satisfy the other requirements specified in \nour Bylaws. This summary of our proxy access rules is not intended to be complete and is subject to limitations set forth \nin our Bylaws and Corporate Governance Policies, both of which are available on the Investor Relations section of our \nwebsite at www.nvidia.com. Stockholders are advised to review these documents. The NCGC did not receive any \nstockholder nominations during Fiscal 2026.\n16\n\nOur Director Nominees \nThe biographies below include information, as of the date of this proxy statement, regarding the particular experience, \nqualifications, attributes or skills of each director, relative to the skills matrix above, that led the NCGC and Board to \nbelieve that he or she should continue to serve on the Board. \nTENCH COXE\nFormer Managing Director, Sutter Hill Ventures\nAge: 68\nDirector Since: 1993\nCommittees: AC, CC\nOther Current Public Company \nBoards: None\nIndependent Director\nTench Coxe was a Managing Director of Sutter Hill Ventures, a venture capital investment firm, from \n1989 to 2020, where he focused on investments in the IT sector. Prior to joining Sutter Hill Ventures \nin 1987, he was Director of Marketing and MIS at Digital Communication Associates. He was a \ndirector of Artisan Partners Asset Management Inc., an institutional money management firm from \n1995 to 2025. Mr. Coxe holds a BA degree in Economics from Dartmouth College and an MBA \ndegree from Harvard Business School.\nMr. Coxe brings to the Board expertise in financial and transactional analysis and provides valuable \nperspectives on corporate strategy and emerging technology trends. His significant financial \ncommunity experience gives the Board an understanding of the methods by which companies can \nincrease value for their stockholders.\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\nHuman Capital \nManagement \nExperience\nJOHN O. DABIRI\nCentennial Professor of Aeronautics and \nMechanical Engineering, California Institute of Technology\nAge: 46\nDirector Since: 2020\nCommittees: CC, NCGC\nOther Current Public Company \nBoards: None\nIndependent Director\nJohn O. Dabiri is the Centennial Professor of Aeronautics and Mechanical Engineering at the \nCalifornia Institute of Technology. He is a recipient of the National Medal of Science, a MacArthur \nFoundation \"Genius Grant,\" the National Science Foundation Alan T. Waterman Award, and the \nPresidential Early Career Award for Scientists and Engineers. He heads the Dabiri Lab, which \nconducts research at the intersections of fluid mechanics, energy and environment, and biology. \nFrom 2021 to January 2025, he served on President Biden's Council of Advisors on Science and \nTechnology (PCAST) and Energy Secretary Granholm's Energy Advisory Board (SEAB). From 2015 to \n2019, he served as a Professor of Civil and Environmental Engineering and of Mechanical \nEngineering at Stanford University, where he was recognized with the Eugene L. Grant Award for \nExcellence in Teaching. From 2005 to 2015, he was a Professor of Aeronautics and Bioengineering \nat the California Institute of Technology, during which time he also served as Director of the Center \nfor Bioinspired Wind Energy, Chair of the Faculty, and Dean of Students. Dr. Dabiri is a Fellow of the \nAmerican Physical Society, where he previously served as Chair of the Division of Fluid Dynamics. He \nalso serves on the board of trustees of the Gordon and Betty Moore Foundation and previously \nserved as a member of the National Academies’ Committee on Science, Technology, and Law. Dr. \nDabiri holds a PhD degree in Bioengineering and an MS degree in Aeronautics from the California \nInstitute of Technology, and a BSE degree summa cum laude in Mechanical and Aerospace \nEngineering from Princeton University. \nDr. Dabiri brings to the Board a versatile research background and cutting-edge expertise in various \nengineering fields, along with a proven record of successful innovation.\nIndustry & Technical\nEmerging \nTechnologies & \nBusiness Models\n17", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Director Qualifications and Nomination of Directors", - "metadata": { - "length": 12691, - "summary": "This page outlines the qualifications and nomination process for directors at NVIDIA, managed by the Nominating and Corporate Governance Committee (NCGC). It details specific criteria for evaluating nominees, such as integrity, independence, financial expertise, and experience in emerging technologies. The text also discusses the Board's strategy regarding refreshment to balance continuity with new perspectives, noting that one-third of independent directors have joined since 2020. This page outlines the skills, competencies, and attributes that the Board of Directors considers important for its members, covering areas such as senior leadership, industry expertise, financial experience, governance, emerging technologies, marketing, legal compliance, and human capital management. It also details the evaluation process for stockholder nominees by the NCGC (Nominating and Corporate Governance Committee) and explains the company's voluntary proxy access policy, which allows eligible stockholders to include director candidates in the company's proxy statement. This page, titled 'Our Director Nominees', presents detailed biographies for two director nominees: Tench Coxe and John O. Dabiri. For each individual, the document lists their age, tenure as a director, committee assignments, professional background, education, and specific areas of expertise relevant to the board.", - "page_nums": [ - 34, - 35, - 36 - ], - "keywords": [ - "NCGC", - "Board", - "NVIDIA", - "Ms. Lora", - "Dr. Dabiri", - "www.nvidia.com", - "Tench Coxe", - "Sutter Hill Ventures", - "Digital Communication Associates", - "Artisan Partners Asset Management Inc.", - "Dartmouth College", - "Harvard Business School", - "John O. Dabiri", - "California Institute of Technology", - "Stanford University", - "Princeton University", - "Gordon and Betty Moore Foundation" - ], - "connect_to": [ - { - "target": "asset_df3fa3ab-28fb-519e-b369-6234ee6f22d1", - "relation": "embeds", - "ref": "[images/image_page_35_figure_1.png]" - }, - { - "target": "asset_9bbdf786-cbd4-54c9-83c6-eb1f33d68703", - "relation": "embeds", - "ref": "[images/image_page_36_figure_1.png]" - }, - { - "target": "asset_20c77e21-fa76-5d16-9ffd-81fc16912678", - "relation": "embeds", - "ref": "[images/image_page_36_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 34, - "artifact_ref": "page_citation_assets/page-34.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 35, - "artifact_ref": "page_citation_assets/page-35.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 36, - "artifact_ref": "page_citation_assets/page-36.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3f5021f7-24c5-5ca1-bf11-443f9ae310ec", - "type": "page", - "content": "JEN-HSUN HUANG\nPresident and Chief Executive Officer, NVIDIA Corporation\nAge: 63\nDirector Since: 1993\nCommittees: None\nOther Current Public Company \nBoards: None\nJen-Hsun Huang founded NVIDIA in 1993 and has served since its inception as President, Chief \nExecutive Officer, and a member of the Board. \nSince its founding, NVIDIA has pioneered accelerated computing. The Company’s invention of the \nGPU in 1999 sparked the growth of the PC gaming market, redefined computer graphics, and \nignited the era of modern AI. NVIDIA is now driving the platform shift of accelerated computing and \ngenerative AI, transforming the world's largest industries and profoundly impacting society. \nMr. Huang has been elected to the National Academy of Engineering and in 2026 was appointed to \nthe President’s Council of Advisors of Science and Technology. He is a recipient of the \nSemiconductor Industry Association’s highest honor, the Robert N. Noyce Award; the IEEE Founder’s \nMedal; the Dr. Morris Chang Exemplary Leadership Award; and honorary doctorate degrees from \nTaiwan’s National Chiao Tung University, National Taiwan University, Oregon State University, \nHuazhong University of Science and Technology and Linköping University. He has been named the \nworld’s best CEO by Fortune, the Economist, and Brand Finance, as well as one of TIME magazine’s \n100 most influential people. \nPrior to founding NVIDIA, Mr. Huang worked at LSI Logic, a semiconductor and software company, \nand Advanced Micro Devices, a global semiconductor company. He holds a BSEE degree from \nOregon State University and an MSEE degree from Stanford University.\nMr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a \nstartup to a world leader in accelerated computing. Under his guidance, NVIDIA has compiled a record \nof consistent innovation and sharp execution, marked by products that have gained strong market \nshare.\nSenior Leadership & \nOperations \nExperience\nIndustry & Technical\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\nMarketing, \nCommunications & \nBrand Management\nRegulatory, Legal & \nRisk Management\nHuman Capital \nManagement \nExperience\n18", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/Other Current Public Company Boards", - "metadata": { - "length": 2244, - "summary": "This page is a biographical profile of Jen-Hsun Huang, the President and Chief Executive Officer of NVIDIA Corporation. It details his career history, including founding NVIDIA in 1993, his previous work at LSI Logic and Advanced Micro Devices, and his educational background from Oregon State University and Stanford University. The text also lists his numerous awards, honorary degrees, and recognitions such as being named one of TIME magazine's 100 most influential people. A section at the bottom outlines his relevant experience categories, such as Senior Leadership, Industry & Technical expertise, and Governance.", - "page_nums": [ - 37 - ], - "keywords": [ - "JEN-HSUN HUANG", - "NVIDIA Corporation", - "LSI Logic", - "Advanced Micro Devices", - "National Academy of Engineering", - "President's Council of Advisors of Science and Technology", - "Semiconductor Industry Association", - "IEEE", - "Taiwan's National Chiao Tung University", - "National Taiwan University", - "Oregon State University", - "Huazhong University of Science and Technology", - "Linköping University", - "Fortune", - "the Economist", - "Brand Finance", - "TIME magazine", - "Stanford University" - ], - "connect_to": [ - { - "target": "asset_4832b1f8-8bb1-545e-a4d5-eb10b54d9291", - "relation": "embeds", - "ref": "[images/image_page_37_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 37, - "artifact_ref": "page_citation_assets/page-37.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_076fa413-feea-5d6c-9deb-95125e423998", - "type": "page", - "content": "DAWN HUDSON\nFormer Chief Marketing Officer, National Football League & Former CEO Pepsi-Cola North \nAmerica\nAge: 68\nDirector Since: 2013\nCommittees: CC\nOther Current Public Company \nBoards: None\nIndependent Director\nFinancial Expert\nDawn Hudson serves on the boards of various companies. From 2014 to 2018, Ms. Hudson served \nas Chief Marketing Officer for the National Football League. Previously, she served from 2009 to \n2014 as Vice Chairman of The Parthenon Group, an advisory firm focused on strategy consulting. \nShe was President and Chief Executive Officer of Pepsi-Cola North America, the beverage division of \nPepsiCo, Inc. for the U.S. and Canada, from 2005 to 2007 and President from 2002, and \nsimultaneously served as Chief Executive Officer of the foodservice division of PepsiCo, Inc. from \n2005 to 2007. Previously, she spent 13 years in marketing, advertising and branding strategy, \nholding leadership positions at major agencies, such as D’Arcy Masius Benton  & Bowles and \nOmnicom Group Inc. Ms. Hudson currently serves on the board of directors of a private skincare \ncompany and a private consumer diagnostic portfolio company. She was a director of P.F. Chang’s \nChina Bistro, Inc., a restaurant chain, from 2010 to 2012; of Allergan, Inc., a biopharmaceutical \ncompany, from 2008 to 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 to \n2015; of Amplify Snack Brands, Inc., a snack food company, from 2014 to 2018; of Modern Times \nGroup MTG AB, a gaming company, from 2020 to 2023; and of the Interpublic Group of Companies, \nInc., an advertising company, from 2011 to 2025. She holds a BA degree in English from Dartmouth \nCollege. \nMs. Hudson brings to the board experience in executive leadership. As a longtime marketing executive, \nshe has valuable expertise and insights in leveraging brands, brand development and consumer \nbehavior. She also has considerable corporate governance experience, gained from more than two \ndecades of serving on the boards of public companies. \nSenior Leadership & \nOperations \nExperience\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nMarketing, \nCommunications & \nBrand Management\nHuman Capital \nManagement \nExperience\nHARVEY C. JONES\nManaging Partner, Square Wave Ventures\nAge: 73\nDirector Since: 1993\nCommittees: AC, NCGC\nOther Current Public Company \nBoards: None\nIndependent Director\nFinancial Expert\nHarvey C. Jones has been the Managing Partner of Square Wave Ventures, a private family office, \nsince 2004. Mr. Jones has been an entrepreneur, high technology executive, and active venture \ninvestor for over 30 years. In 1981, he co-founded Daisy Systems Corp., a computer-aided \nengineering company, ultimately serving as its President and Chief Executive Officer until 1987. \nBetween 1987 and 1998, he led Synopsys, Inc., a major electronic design automation company, \nserving as its Chief Executive Officer for seven years and then as Executive Chairman. In 1997, Mr. \nJones co-founded Tensilica Inc., a privately held technology IP company that developed and licensed \nhigh performance embedded processing cores. He served as Chairman of the Tensilica board of \ndirectors from inception through its 2013 acquisition by Cadence Design Systems, Inc. Mr. Jones \nholds a BS degree in Mathematics and Computer Sciences from Georgetown University and an MS \ndegree in Management from Massachusetts Institute of Technology. \nMr. Jones brings to the board an executive management background, an understanding of \nsemiconductor technologies and complex system design. He provides valuable insight into innovation \nstrategies, research and development efforts, as well as management and development of our technical \nemployees. His significant financial community experience gives the Board an understanding of the \nmethods by which companies can increase value for their stockholders.\nSenior Leadership & \nOperations \nExperience\nIndustry & Technical\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\nMarketing, \nCommunications & \nBrand Management\nHuman Capital \nManagement \nExperience\n19", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/DAWN HUDSON", - "metadata": { - "length": 4175, - "summary": "This document page (page 19) presents biographical summaries for two board members: Dawn Hudson and Harvey C. Jones. The section on Dawn Hudson details her extensive background as a former Chief Marketing Officer for the NFL and CEO of Pepsi-Cola North America, along with her various directorships at companies like P.F. Chang's and Amplify Snack Brands. The section on Harvey C. Jones outlines his career as an entrepreneur and Managing Partner of Square Wave Ventures, highlighting his experience in technology sectors including co-founding Daisy Systems Corp. and Synopsys, Inc.", - "page_nums": [ - 38 - ], - "keywords": [ - "Dawn Hudson", - "National Football League", - "Pepsi-Cola North America", - "The Parthenon Group", - "PepsiCo, Inc.", - "D'Arcy Masius Benton & Bowles", - "Omnicom Group Inc.", - "P.F. Chang's China Bistro, Inc.", - "Allergan, Inc.", - "Lowes Companies, Inc.", - "Amplify Snack Brands, Inc.", - "Modern Times Group MTG AB", - "Interpublic Group of Companies, Inc.", - "Dartmouth College", - "Harvey C. Jones", - "Square Wave Ventures", - "Daisy Systems Corp.", - "Synopsys, Inc.", - "Tensilica Inc.", - "Cadence Design Systems, Inc.", - "Georgetown University", - "Massachusetts Institute of Technology" - ], - "connect_to": [ - { - "target": "asset_e0553673-1601-5819-9a2a-108034c1f4bf", - "relation": "embeds", - "ref": "[images/image_page_38_figure_1.png]" - }, - { - "target": "asset_dc19ac9a-43eb-5f1f-806e-d4dacdf54dde", - "relation": "embeds", - "ref": "[images/image_page_38_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 38, - "artifact_ref": "page_citation_assets/page-38.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3484b4ec-0c95-5293-a895-622d1ed88167", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/DAWN HUDSON p38]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/HARVEY C. JONES", - "metadata": { - "length": 126, - "summary": "This section provides a professional biography of Harvey C. Jones, who is an Independent Director and Financial Expert on the board. It details his role as Managing Partner of Square Wave Ventures since 2004 and outlines his extensive career as an entrepreneur and high technology executive over the past 30 years. Key highlights include co-founding Daisy Systems Corp., leading Synopsys, Inc., and co-founding Tensilica Inc. The text also notes his educational background from Georgetown University and MIT, and emphasizes his expertise in semiconductor technologies, complex system design, and innovation strategies.", - "page_nums": [ - 38 - ], - "keywords": [ - "Harvey C. Jones", - "Square Wave Ventures", - "Daisy Systems Corp.", - "Synopsys, Inc.", - "Tensilica Inc.", - "Cadence Design Systems, Inc.", - "Georgetown University", - "Massachusetts Institute of Technology" - ], - "connect_to": [ - { - "target": "asset_e0553673-1601-5819-9a2a-108034c1f4bf", - "relation": "related", - "ref": "[images/image_page_38_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/DAWN HUDSON" - }, - { - "target": "asset_dc19ac9a-43eb-5f1f-806e-d4dacdf54dde", - "relation": "related", - "ref": "[images/image_page_38_figure_2.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/DAWN HUDSON" - } - ], - "page_assets": [ - { - "page_num": 38, - "artifact_ref": "page_citation_assets/page-38.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3d588f82-341a-5ca9-93bb-82aec93e24bf", - "type": "page", - "content": "MELISSA B. LORA\nFormer President, Taco Bell International\nAge: 63\nDirector Since: 2023\nCommittees: AC, NCGC\nOther Current Public Company \nBoards: Conagra Brands, Inc. \n(since 2019)\nIndependent Director\nFinancial Expert\nMelissa B. Lora has served in several senior executive roles over her 31-year career at Taco Bell Corp., \na subsidiary of Yum! Brands, Inc., one of the world’s largest restaurant companies, including as \nPresident of Taco Bell International at her retirement in 2018 and Global Chief Financial and \nDevelopment Officer at Taco Bell Corp. Ms. Lora served on the board of directors of KB Home, a \nhomebuilding company, from 2004 to April 2024, and was a Lead Independent Director thereof from \n2016. She was the chair of the audit committee from 2008 to 2018 at KB Home. She has served on \nthe board of directors of Conagra Brands, Inc., a consumer packaged goods holding company, since \n2019 and is the chair of the nominating and corporate governance committee and a member of the \nhuman resources committee and the executive committee. Ms. Lora previously served on the board \nof directors of MGIC Investment Corporation from 2018 to 2022. Ms. Lora holds a BS degree in \nFinance from California State University-Long Beach and an MBA degree emphasizing Corporate \nFinance from the University of Southern California.\nMs. Lora brings to the Board senior management and operating experience as well as finance \nexperience gained in a large corporate setting. Additionally, she has decades of public company board \nof director experience in a variety of industries and board governance roles.\nSenior Leadership & \nOperations \nExperience\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\nMarketing, \nCommunications & \nBrand Management\nHuman Capital \nManagement \nExperience\nSTEPHEN C. NEAL\nChairman Emeritus and Senior Counsel, Cooley LLP\nAge: 77\nDirector Since: 2019\nCommittees: NCGC\nOther Current Public Company \nBoards: None\nIndependent Director\nLead Director\nStephen C. Neal serves as Chairman Emeritus and Senior Counsel of the law firm Cooley LLP, where \nhe was also Chief Executive Officer from 2001 until 2008. In addition to his extensive experience as \na trial lawyer on a broad range of corporate issues, Mr. Neal has represented and advised numerous \nboards of directors, special committees of boards, and individual directors on corporate governance \nand other legal matters. Prior to joining Cooley in 1995, Mr. Neal was a partner of the law firm \nKirkland & Ellis LLP. Mr. Neal served on the board of directors of Levi Strauss & Co. from 2007 to \n2021 and as Chairperson from 2011 to 2021. Mr. Neal also is Chairman of the Oversight Board \nTrust, a perpetual Delaware special purpose trust. Previously, Mr. Neal served as Chairman of the \nboards of the William and Flora Hewlett Foundation and of the Monterey Bay Aquarium. Mr. Neal \nholds an AB degree from Harvard University and a JD degree from Stanford Law School.\nMr. Neal brings to the Board deep knowledge and broad experience in corporate governance as well as \nhis perspectives drawn from advising many companies throughout his career. \nSenior Leadership & \nOperations \nExperience\nGovernance & Public \nCompany Board\nMarketing, \nCommunications & \nBrand Management\nRegulatory, Legal & \nRisk Management\nHuman Capital \nManagement \nExperience\n20", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/MELISSA B. LORA", - "metadata": { - "length": 3400, - "summary": "This section details the professional background of Melissa B. Lora, a former President of Taco Bell International and Independent Director since 2023. It outlines her 31-year career at Taco Bell Corp., her board service with KB Home, Conagra Brands, Inc., and MGIC Investment Corporation, and her educational background from California State University-Long Beach and the University of Southern California. The section also highlights her key competencies in senior leadership, finance, governance, and brand management.", - "page_nums": [ - 39 - ], - "keywords": [ - "MELISSA B. LORA", - "Taco Bell International", - "Taco Bell Corp.", - "Yum! Brands, Inc.", - "KB Home", - "Conagra Brands, Inc.", - "MGIC Investment Corporation", - "California State University-Long Beach", - "University of Southern California" - ], - "connect_to": [ - { - "target": "asset_54a4d815-3b5e-52c8-ba64-82461ddbb276", - "relation": "embeds", - "ref": "[images/image_page_39_figure_1.png]" - }, - { - "target": "asset_da894d15-ae3c-5c4b-a382-bc62b000cdcc", - "relation": "embeds", - "ref": "[images/image_page_39_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 39, - "artifact_ref": "page_citation_assets/page-39.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3b38bb5d-1b5b-5f2f-908d-0c7537183164", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/MELISSA B. LORA p39]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/STEPHEN C. NEAL", - "metadata": { - "length": 130, - "summary": "This section provides a professional biography of Stephen C. Neal, who is 77 years old and has served as an Independent Director since 2019. He currently holds the titles of Chairman Emeritus and Senior Counsel at Cooley LLP, where he previously served as Chief Executive Officer from 2001 to 2008. The text details his extensive experience as a trial lawyer in corporate governance, his past partnership at Kirkland & Ellis LLP, and his service on the board of directors for Levi Strauss & Co. (2007-2021). Additionally, it mentions his role as Chairman of the Oversight Board Trust and previous chairmanships at the William and Flora Hewlett Foundation and the Monterey Bay Aquarium. Mr. Neal holds an AB degree from Harvard University and a JD from Stanford Law School.", - "page_nums": [ - 39 - ], - "keywords": [ - "Stephen C. Neal", - "Cooley LLP", - "Kirkland & Ellis LLP", - "Levi Strauss & Co.", - "Oversight Board Trust", - "William and Flora Hewlett Foundation", - "Monterey Bay Aquarium", - "Harvard University", - "Stanford Law School" - ], - "connect_to": [ - { - "target": "asset_54a4d815-3b5e-52c8-ba64-82461ddbb276", - "relation": "related", - "ref": "[images/image_page_39_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/MELISSA B. LORA" - }, - { - "target": "asset_da894d15-ae3c-5c4b-a382-bc62b000cdcc", - "relation": "related", - "ref": "[images/image_page_39_figure_2.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/MELISSA B. LORA" - } - ], - "page_assets": [ - { - "page_num": 39, - "artifact_ref": "page_citation_assets/page-39.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_30479fe7-079a-54c7-910c-190368d7a73b", - "type": "page", - "content": "A. BROOKE SEAWELL\nVenture Partner, New Enterprise Associates\nAge: 78\nDirector Since: 1997\nCommittees: AC\nOther Current Public Company \nBoards: Tenable Holdings, Inc. \n(since 2017)\nIndependent Director\nFinancial Expert\nA. Brooke Seawell has served since 2005 as a Venture Partner at New Enterprise Associates, and was \na Partner from 2000 to 2005 at Technology Crossover Ventures. He was Executive Vice President \nfrom 1997 to 1998 at NetDynamics, Inc., an application server software company, which was \nacquired by Sun Microsystems, Inc. He was Senior Vice President and Chief Financial Officer from \n1991 to 1997 of Synopsys, Inc., an electronic design automation software company. He serves on \nthe board of directors of Tenable Holdings, Inc., a cybersecurity company, and one privately held \ncompany. Mr. Seawell served on the board of directors and as audit chair of Glu Mobile, Inc., a \npublisher of mobile games, from 2006 to 2014, of Informatica Corp., a data integration software \ncompany, from 1997 to 2015, of Tableau Software, Inc., a business intelligence software company, \nfrom 2011 to 2019, and of Eargo, Inc., a medical device company, from 2020 to 2022. In 2024, the \nNational Association of Corporate Directors named Mr. Seawell as one of the Top 100 directors in \nthe nation. He also previously served as a member of the Stanford University Athletic Board and on \nthe Management Board of the Stanford Graduate School of Business. Mr. Seawell holds a BA degree \nin Economics and an MBA degree in Finance from Stanford University.\nMr. Seawell brings to the Board operational expertise and senior management experience, including \nknowledge of the complex issues facing public companies, and a deep understanding of accounting \nprinciples and financial reporting. His significant financial community experience gives the Board an \nunderstanding of the methods by which companies can increase value for their stockholders.\nSenior Leadership & \nOperations \nExperience\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\nRegulatory, Legal & \nRisk Management\nHuman Capital \nManagement \nExperience\nAARTI SHAH\nFormer Senior Vice President & Chief Information and Digital Officer, Eli Lilly and Company\nAge: 61\nDirector Since: 2020\nCommittees: AC, CC\nOther Current Public Company \nBoards: Sandoz Group AG \n(since 2023)\nIndependent Director\nAarti Shah serves on the boards of various companies and non-profit organizations. Dr. Shah \nworked at Eli Lilly and Company for 27 years until 2021 and served in several functional and business \nleadership roles, most recently as Senior Vice President and Chief Information and Digital Officer, as \nwell as Senior Statistician, Research Scientist, Vice President for Biometrics, and Global Brand \nDevelopment Leader in Lilly’s Bio-Medicines business unit. Dr. Shah has served on the board and as \na member of the science, innovation & development committee and human capital and ESG \ncommittee of Sandoz Group AG, a pharmaceutical company, since 2023. Dr. Shah has served on the \nboard of trustees and as a member of the audit committee and distribution and technology \ncommittee of Northwestern Mutual since 2020, a financial services organization. Dr. Shah serves on \nthe board, strategic planning committee, and global and technology committee of St. Jude \nChildren's Research Hospital and American Lebanese Syrian Associated Charities (ALSAC), a non-\nprofit organization. She also serves as the secretary and a trustee of the non-profit organization, \nShrimad Rajchandra Mission Dharampur USA. She served on the Indianapolis Public Library \nFoundation board for the full term of 9 years and on the Center for Interfaith Cooperation for the \nfull term of 4 years. Dr. Shah received her BS and MS degrees in Statistics and Mathematics in India \nbefore completing her PhD degree in Applied Statistics from the University of California, Riverside. \nDr. Shah brings to the Board executive leadership and senior operating experience. Additionally she \nbrings expertise in drug development and technical expertise in the areas of information technology, \ncybersecurity, advanced analytics, data sciences, and digital health.\nSenior Leadership & \nOperations \nExperience\nIndustry & Technical\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\nMarketing, \nCommunications & \nBrand Management\nRegulatory, Legal & \nRisk Management\nHuman Capital \nManagement \nExperience\n21", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/A. BROOKE SEAWELL", - "metadata": { - "length": 4512, - "summary": "This section details the professional background and qualifications of A. Brooke Seawell, a Venture Partner at New Enterprise Associates and Independent Director since 1997. It outlines his extensive career in technology and finance, including roles at NetDynamics, Synopsys, and various board memberships (Tenable Holdings, Glu Mobile, Informatica, Tableau Software, Eargo). The text highlights his expertise in senior leadership, financial reporting, governance, and emerging technologies.", - "page_nums": [ - 40 - ], - "keywords": [ - "A. Brooke Seawell", - "New Enterprise Associates", - "Technology Crossover Ventures", - "NetDynamics, Inc.", - "Sun Microsystems, Inc.", - "Synopsys, Inc.", - "Tenable Holdings, Inc.", - "Glu Mobile, Inc.", - "Informatica Corp.", - "Tableau Software, Inc.", - "Eargo, Inc.", - "National Association of Corporate Directors", - "Stanford University Athletic Board", - "Stanford Graduate School of Business", - "Stanford University" - ], - "connect_to": [ - { - "target": "asset_00d9a65e-d96f-5fa8-a5f3-e56fdabf4a8d", - "relation": "embeds", - "ref": "[images/image_page_40_figure_1.png]" - }, - { - "target": "asset_61274cb7-9f32-522e-8a19-58187eaff49d", - "relation": "embeds", - "ref": "[images/image_page_40_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 40, - "artifact_ref": "page_citation_assets/page-40.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a1856335-ba97-5c1e-8b78-867666c8b75b", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/A. BROOKE SEAWELL p40]\n\nMARK A. STEVENS\nManaging Partner, S-Cubed Capital\nAge: 66\nDirector Since: 2008\n(previously served 1993-2006)\nCommittees: CC, NCGC\nOther Current Public Company \nBoards: None\nIndependent Director\nMark A. Stevens has been the Managing Partner of S-Cubed Capital, a private family office \ninvestment firm, since 2012. He was a Managing Partner from 1993 to 2011 of Sequoia Capital, a \nventure capital investment firm, where he had been an associate for the preceding four years. \nPreviously, he held technical sales and marketing positions at Intel Corporation, and was a member \nof the technical staff at Hughes Aircraft Co. Mr. Stevens is a trustee and the chair of investment \ncommittee of the University of Southern California. He was a director of Quantenna \nCommunications, Inc., a provider of Wi-Fi solutions, from 2016 until 2019. Mr. Stevens holds a BSEE \ndegree, a BA degree in Economics and an MS degree in Computer Engineering from the University of \nSouthern California, and an MBA degree from Harvard Business School.\nMr. Stevens brings to the Board a deep understanding of the technology industry, and the drivers of \nstructural change and high-growth opportunities. He provides valuable insight regarding corporate \nstrategy development and the analysis of acquisitions and divestitures. His significant financial \ncommunity experience gives the Board an understanding of the methods by which companies can \nincrease value for their stockholders.\nIndustry & Technical\nFinancial/Financial \nCommunity\nGovernance & Public \nCompany Board\nEmerging \nTechnologies & \nBusiness Models\n22", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/AARTI SHAH", - "metadata": { - "length": 1732, - "summary": "This section details the professional background of Aarti Shah, a 61-year-old Independent Director who has served since 2020. It highlights her tenure as Former Senior Vice President & Chief Information and Digital Officer at Eli Lilly and Company, where she worked for 27 years. The text outlines her extensive board service with organizations such as Sandoz Group AG, Northwestern Mutual, St. Jude Children's Research Hospital, and American Lebanese Syrian Associated Charities (ALSAC). 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The Board also determined that all members of our AC, CC, \nand NCGC are independent under applicable Nasdaq listing standards, and that each of Mr. Seawell, Mr. Jones and Ms. \nLora of the AC are “audit committee financial experts” as defined under applicable SEC rules.\nBoard Leadership Structure\nOur Board ensures that each member has an equal voice in the affairs and management of NVIDIA by having an \nindependent Lead Director, rather than a chairperson. The independent directors consider the role and designation of the \nperson to serve as Lead Director on an annual basis. The Board recognizes that different board leadership structures may \nbe appropriate under different circumstances and its annual review includes consideration of whether having a Lead \nDirector continues to best meet NVIDIA’s evolving needs and serves in the best interest of its stockholders. \nOur Board believes its current leadership structure is appropriate because:\n•\nThe active involvement of each of our independent directors, combined with the qualifications and significant \nresponsibilities of, and strong oversight by, our Lead Director, provide balance on the Board; \n•\nIt promotes independent oversight of our management and affairs; \n•\nIt effectively allocates authority, responsibility, and oversight between management and our independent \ndirectors; and \n•\nIt provides the right foundation to pursue the Company’s strategic and operational objectives as our business \nand operating environment continue to evolve. \nOur CEO has primary responsibility for the operational leadership and strategic direction of the Company. Our Lead \nDirector facilitates our Board’s independent oversight of management, promotes communication between management \nand our Board, and supports our Board’s consideration of key governance matters. This arrangement promotes open \ndialogue among the Board, including quarterly executive sessions of independent directors led by our Lead Director \nwithout the presence of our CEO. \nWe believe that our current structure best serves our stockholders, without the need to appoint a person to serve as \nchairperson of the Board. Under our Corporate Governance Policies, the Board may select a chairperson, but if it does \nnot, a Lead Director shall be designated annually by a majority of the independent directors and identified in the \nCompany’s proxy statement. These policies help to ensure a robust independent leadership structure on our Board. While \nthe Board has discretion to adopt other leadership structures, including having the Lead Director (or chairperson, if any) \nand CEO roles filled by a single individual, it would only consider a change if it best aligned with the interests of our \nstockholders, management, and the Board, and it complied with applicable laws and regulations. If in the future our CEO \nwere to take a leadership position on the Board, such as chairperson, we expect that the Board would continue to appoint \nan independent Lead Director to maintain a balanced and strong leadership structure and otherwise represent the Board \nindependently from the Company’s management team. Any changes to the Board’s leadership structure would take into \naccount stockholder views, including through our ongoing stockholder outreach, and would be communicated on our \nInvestor Relations website and in our proxy statement. Our Lead Director may provide input on the design of the Board as \nrequested by the NCGC. In his role as NCGC Chairperson, our Lead Director will continue to lead discussions, provide \ninput, and oversee the design of the Board itself.\n23", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Independence of the Members of the Board of Directors", - "metadata": { - "length": 4386, - "summary": "This section outlines the requirements for director independence under Nasdaq rules and the company's Corporate Governance Policies. It states that, with the exception of Mr. Huang, all current and Fiscal 2026 directors are considered independent. Additionally, it confirms that members of the Audit Committee (AC), Compensation Committee (CC), and Nominating and Corporate Governance Committee (NCGC) are independent. The text further identifies Mr. Seawell, Mr. Jones, and Ms. Lora as 'audit committee financial experts' in compliance with SEC rules.", - "page_nums": [ - 42 - ], - "keywords": [ - "Nasdaq", - "Mr. Huang", - "Fiscal 2026", - "SEC", - "AC", - "CC", - "NCGC", - "Mr. Seawell", - "Mr. Jones", - "Ms. Lora" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 42, - "artifact_ref": "page_citation_assets/page-42.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c2a9bac1-7c14-5e96-a0fc-772699671ad9", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Independence of the Members of the Board of Directors p42]\n\nOur Lead Director\nStephen C. Neal\nDirector since 2019\nChairperson of the NCGC\nExperience\nü Extensive experience as a trial attorney\nü Has advised numerous companies, boards and individuals on governance \nand legal matters\nü Helped clients manage internal and government investigations\nü Executive experience as Cooley LLP’s CEO, and board and chairman \nexperience on the Levi Strauss & Co. board of directors\nThe Board believes Mr. Neal’s experience, breadth of knowledge, and contributions to the Board position him well to \nprovide strong leadership, oversight, and the ability to contribute valuable insight with respect to the Company’s \nbusiness. \nOur Lead Director may require Board consideration of risk matters, including adding them to Board agendas or as topics \nfor executive sessions of the independent members of the Board. The Board believes that Mr. Neal is highly qualified to \nassist the Board as Lead Director in effectively overseeing the identification, assessment, and management of the \nCompany’s exposure to various risks as a result of his extensive risk management, legal, and executive experience. \nFurther information on the Board’s oversight of risk management and its work with the CEO to address risk management \nmatters is detailed below under Role of the Board in Risk Oversight.\nOur Lead Director has significant responsibilities, which are detailed in our Corporate Governance Policies, and include the \nduties listed below.\nDuties of Our Lead Director\nü Determining an appropriate schedule of Board meetings and seeking to ensure that the \nindependent members of the Board can perform their duties responsibly while not \ninterfering with the flow of our operations\nü Working with the CEO, and seeking input from other directors and relevant management, to \nprepare Board meeting agendas\nü Advising the CEO on a regular basis as to the quality, quantity, and timeliness of the \ninformation requested by the Board from our management, to provide what is necessary for \nthe independent members of the Board to effectively and responsibly perform their duties. \nAlthough management is responsible for preparing materials for the Board, the Lead \nDirector may specifically request the inclusion of certain information\nü Coordinating, developing the agenda for, and moderating executive sessions of the \nindependent members of the Board and acting as principal liaison between them and the \nCEO on sensitive issues\nü Presiding over Board meetings when the CEO is not present\nü Convening meetings of the independent directors, as necessary or appropriate\nü Performing such other duties as the Board may determine from time to time\nIn addition, our Lead Director may represent the Board in communications with stockholders and other stakeholders. The \nLead Director makes themself available for consultation with major stockholders pursuant to our Corporate Governance \nPolicies. As Lead Director, Mr. Neal has participated in our annual stockholder outreach meetings and we expect this \npractice to continue.\n24", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Board Leadership Structure", - "metadata": { - "length": 3222, - "summary": "The 'Board Leadership Structure' section details NVIDIA's governance approach, which utilizes an independent Lead Director rather than a chairperson to ensure balanced oversight. The text outlines the rationale for this structure, emphasizing the active involvement of independent directors and the separation of management and board leadership roles. It identifies Stephen C. Neal as the current Lead Director (serving since 2019) and Chairperson of the Nominating and Corporate Governance Committee (NCGC). The section further elaborates on Mr. Neal's qualifications, including his background as a trial attorney and executive experience, and lists specific duties such as setting meeting agendas, acting as a liaison between the CEO and independent directors, and presiding over meetings in the CEO's absence.", - "page_nums": [ - 42, - 43 - ], - "keywords": [ - "NVIDIA", - "SEC", - "Nasdaq", - "Mr. Huang", - "Mr. Seawell", - "Mr. Jones", - "Ms. Lora", - "Stephen C. Neal", - "Cooley LLP", - "Levi Strauss & Co." - ], - "connect_to": [ - { - "target": "asset_5de2cd0e-c5b6-5f0f-a8b7-424f5cd778d5", - "relation": "embeds", - "ref": "[images/image_page_43_figure_1.png]" - }, - { - "target": "asset_4a257ee1-867b-508b-8323-3a2391d009b4", - "relation": "embeds", - "ref": "[images/image_page_43_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 42, - "artifact_ref": "page_citation_assets/page-42.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 43, - "artifact_ref": "page_citation_assets/page-43.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d566bfb1-49f5-56f6-9eaa-75cd0f9826f8", - "type": "page", - "content": "Committees of the Board of Directors\nThe Board has three committees: an AC, a CC, and a NCGC. Each of these committees operates under a written charter, \nwhich may be viewed in the Investor Relations section of our website at www.nvidia.com.\nCommittee assignments are determined based on background and the expertise that individual directors can bring to a \ncommittee. Our Board believes regular committee rotations are a good corporate governance practice and introduce a \nvariety of perspectives and ideas, more fully inform its members regarding the full scope of the Board and our activities, \nand benefit each committee and the Board as a whole. Since our 2025 Meeting, Ms. Lora and Dr. Dabiri have joined the \nNCGC. The composition and functions of our committees are set forth below. \nAC\nMembers as of our 2026 Meeting\n•\nA. Brooke Seawell (Chairperson)\n•\nTench Coxe\n•\nHarvey C. Jones\n•\nMelissa B. Lora\n•\nAarti Shah\nIn Fiscal 2026, the AC met four times. Selected highlights from its agenda topics included: capitalization review and \nstrategy, tax, treasury, internal audit, information security, enterprise risk management, and insurance reviews.\nCommittee Role and Responsibilities\n•\nOversees our corporate accounting and financial reporting process;\n•\nOversees our internal audit function;\n•\nDetermines and approves the engagement, compensation, retention, and termination of the independent \nregistered public accounting firm;\n•\nEvaluates the performance and qualifications of our independent registered public accounting firm;\n•\nReviews and approves the retention of the independent registered public accounting firm for permissible \naudit and non-audit services;\n•\nConfers with management and our independent registered public accounting firm on the results of the \nannual audit, our quarterly financial statements and results, and the effectiveness of internal control over \nfinancial reporting, including those regarding information security;\n•\nReviews the financial statements to be included in our quarterly reports on Form 10-Q and annual reports \non Form 10-K;\n•\nReviews earnings press releases and the substance of financial information and outlook provided to \ninvestors and analysts on earnings calls;\n•\nAdopts and maintains policies regarding preapproval of employment of individuals employed or formerly \nemployed by auditors and engaged on our account;\n•\nPrepares their report as required to be included by SEC rules in our annual proxy statement or annual \nreport on Form 10-K; \n•\nEstablishes procedures for the receipt, retention, and treatment of complaints we receive regarding \naccounting, internal accounting controls or auditing matters and the confidential and anonymous \nsubmission by employees of concerns regarding accounting or auditing matters; \n•\nOversees risks related to financial reporting and exposures, internal audit functions, regulatory, and \naccounting policies; and\n•\nReviews and reports on the adequacy and effectiveness of the Company’s information security policies and \npractices and the internal controls regarding information security risks\n25", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Committees of the Board of Directors", - "metadata": { - "length": 3104, - "summary": "This page details the composition and responsibilities of the Audit Committee (AC) for the 2026 fiscal year. It lists five members, including Chairperson A. Brooke Seawell, and outlines their key duties such as overseeing financial reporting, internal audit functions, and the independent registered public accounting firm. The text also notes that the committee met four times in Fiscal 2026 to discuss topics like capitalization strategy, tax, and information security.", - "page_nums": [ - 44 - ], - "keywords": [ - "A. Brooke Seawell", - "Tench Coxe", - "Harvey C. Jones", - "Melissa B. Lora", - "Aarti Shah", - "Ms. Lora", - "Dr. Dabiri", - "nvidia.com" - ], - "connect_to": [ - { - "target": "asset_c024e4f9-3094-5dbd-a383-9ea2558834b6", - "relation": "embeds", - "ref": "[images/image_page_44_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 44, - "artifact_ref": "page_citation_assets/page-44.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b84e5010-64c6-549a-a95d-27d709bc7a68", - "type": "page", - "content": "CC\nMembers as of our 2026 Meeting\n•\nDawn Hudson (Chairperson)\n•\nTench Coxe\n•\nJohn O. Dabiri\n•\nAarti Shah\n•\nMark A. Stevens\nIn Fiscal 2026, the CC met three times. Selected highlights from its agenda topics included: executive, employee, and \ndirector compensation, review of employee support programs, executive protection, and human capital management.\nCommittee Role and Responsibilities\n•\nReviews and approves our overall compensation strategy and policies;\n•\nReviews and recommends to the Board the compensation of our Board members;\n•\nReviews and approves the compensation of Mr. Huang and other executive officers;\n•\nReviews and approves corporate performance goals and objectives related to the compensation of our \nexecutive officers and other senior management;\n•\nReviews and approves our CD&A disclosure for inclusion in the proxy statement and annual report on \nForm 10-K;\n•\nPrepares their report on executive compensation as required to be included by SEC rules in our annual proxy \nstatement or annual report on Form 10-K; \n•\nAdministers our stock purchase plans, variable compensation plans, and other similar programs; \n•\nOversees our human capital management;\n•\nAssesses and monitors whether our compensation policies and programs could create material risks; and\n•\nOversees risks related to compensation plans, programs and policies\nNCGC\nMembers as of our 2026 Meeting\n•\nStephen C. Neal (Chairperson)\n•\nJohn O. Dabiri\n•\nHarvey C. Jones\n•\nMelissa B. Lora\n•\nMark A. Stevens\nIn Fiscal 2026, the NCGC met three times. Selected highlights from its agenda topics included: Board recruiting, \ngovernmental relations, trade compliance and regulatory matters, stockholder proposals, corporate governance \nmatters, and stockholder outreach.\nCommittee Role and Responsibilities\n•\nIdentifies, reviews, and evaluates candidates to serve as directors;\n•\nRecommends candidates for election to our Board;\n•\nMakes recommendations to the Board regarding committee membership and chairpersons;\n•\nAssesses the performance of the Board and its committees;\n•\nReviews and assesses our corporate governance principles and practices;\n•\nMonitors changes in corporate governance practices, rules, and regulations;\n•\nApproves related party transactions;\n•\nReviews and assesses our CS strategy, risks, and opportunities periodically, including related programs and \ninitiatives; \n•\nOversees and reviews policies and practices on governmental relations, trade compliance, regulatory \nmatters, and related risks;\n•\nEstablishes procedures for receiving, retaining, and addressing complaints we receive regarding violations of \nour Code of Conduct; \n•\nMonitors the effectiveness of our anonymous tip process; and\n•\nOversees the Company’s policies, practices, and investigation procedures in connection with the Company’s \ncompliance program \nCompensation Committee Interlocks and Insider Participation\nAt the beginning of Fiscal 2026, the CC initially consisted of Messrs. Burgess and Coxe, Ms. Hudson, and Drs. Dabiri and \nShah. After the 2025 Meeting, the CC consisted of Messrs. Coxe and Stevens, Ms. Hudson, and Drs. Dabiri, Drell and \n26", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Compensation Committee Interlocks and Insider Participation", - "metadata": { - "length": 3129, - "summary": "The document page details the composition and responsibilities of two corporate committees: the Compensation Committee (CC) and the Nominating and Corporate Governance Committee (NCGC). For each committee, it lists the members as of the 2026 meeting, including their chairpersons, and outlines specific agenda topics discussed during Fiscal 2026. The page further elaborates on the distinct roles and responsibilities for both committees, such as executive compensation oversight for the CC and director candidate evaluation for the NCGC. A section at the bottom describes the interlocks and insider participation within the Compensation Committee.", - "page_nums": [ - 45 - ], - "keywords": [ - "Dawn Hudson", - "Tench Coxe", - "John O. Dabiri", - "Aarti Shah", - "Mark A. Stevens", - "Mr. Huang", - "Stephen C. Neal", - "Harvey C. Jones", - "Melissa B. Lora", - "Messrs. Burgess", - "Ms. Hudson", - "Drs. Dabiri", - "Shah", - "Messrs. Coxe", - "Stevens", - "Drs. Dabiri", - "Drell" - ], - "connect_to": [ - { - "target": "asset_3d1d8a8a-2505-5a68-9df5-85f33c4275d0", - "relation": "embeds", - "ref": "[images/image_page_45_figure_1.png]" - }, - { - "target": "asset_13c90cba-9ee0-59cc-931e-85002d64b2fc", - "relation": "embeds", - "ref": "[images/image_page_45_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 45, - "artifact_ref": "page_citation_assets/page-45.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_672b0f9c-ed03-5f61-ab9d-d3eaab69ed01", - "type": "page", - "content": "Shah, until Dr. Drell resigned from the Board in January 2026. No member of the CC is an officer or employee of NVIDIA, \nand none of our executive officers serve as a member of the board or compensation committee of any entity that has one \nor more executive officers serving as a member of our Board or CC. Other than Dr. Shah, no member of the CC had a \nrelationship requiring disclosure in Review of Transactions with Related Persons below.\nRole of the Board in Risk Oversight\nThe Board reviews risks, oversees risk management, and delegates oversight of appropriate topics to its committees to \nsupport the Company’s long-term objectives. The oversight responsibility of our Board and its committees is enabled by \nmanagement reporting processes, including our ERM process, that are designed to provide visibility to our Board about \nthe identification, assessment, and management of critical risks and management’s risk mitigation strategies. \nRISK OVERSIGHT AT NVIDIA\nBoard of Directors\nOversees management of major risks, including:\nü Business model, including AI\nü Operational, including supply chain \nand sourcing\nü Information security, including \ncybersecurity\nü Corporate development, \nacquisitions, and investments\nü ERM\nü Strategic execution\nü Regulatory, public policy, legal, \nintellectual property, and compliance\nü Brand and reputation\nü Management development\nü Product quality and safety\nü Financial and macroeconomic\nü Business continuity\nü Enterprise resource planning\nAC\nCC\nNCGC\nü Financial statement and earnings \nmaterials integrity and reporting\nü Financial risk exposures, including \ninvestments, cash management, \nforeign exchange management and \ninsurance coverage\nü Disclosure controls and procedures\nü Information security and \ncybersecurity policies and practices \nand the internal controls regarding \ninformation security risks\nü Internal audit performance, including \nauditor functions, performance, and \nindependence\nü Accounting and audit principles and \npolicies, and regulatory and \naccounting initiatives\nü Legal and regulatory compliance, \nparticularly as related to the above \nmatters\nü ERM\nü Compensation policies, plans, \npractices and programs for \ndirectors, executives, and employees\nü Human capital management, \nincluding recruiting, retention, \ndevelopment, and other workforce \nmatters\nü Governance structure, processes \nand policies, including regulatory \nchanges and other developments\nü Stockholder concerns and \ncommunications\nü Compliance program and \neffectiveness of our anonymous tip \nprocess\nü CS, including environmental, social, \nand corporate governance matters\nü Trade compliance and non-financial \nregulatory matters\nü Board and committee composition \nand board evaluation\nü Related party transactions\nü Policies and practices related to \ngovernment relations, public policy, \nand related expenditures\nManagement\nManagement identifies, evaluates, and mitigates business risks and reports to the Board on them\nInternal Audit\nProvides independent assurance on design and effectiveness of internal controls and governance processes\nOur Board retains direct oversight of strategic risks to NVIDIA and other risk areas not delegated to its committees. \nDelegation to Board committees enhances risk oversight by allocating authority and responsibility to the committee best \nsuited to oversee specific risks, as outlined in their charters, with escalation to the full Board when appropriate. \nCommittee chairpersons regularly report to the full Board on reviewed matters, including key risks, and collaborate with \nthe Board to ensure effective risk management oversight. The Board believes its leadership structure facilitates robust \n27", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Role of the Board in Risk Oversight", - "metadata": { - "length": 3699, - "summary": "This page details the 'Role of the Board in Risk Oversight' for NVIDIA. It features a comprehensive table titled 'RISK OVERSIGHT AT NVIDIA' that outlines the specific risk areas overseen by the full Board of Directors and its three main committees: the Audit Committee (AC), Compensation Committee (CC), and Nominating and Corporate Governance Committee (NCGC). The document also describes the roles of Management and Internal Audit in identifying, mitigating, and assuring internal controls.", - "page_nums": [ - 46 - ], - "keywords": [ - "Shah", - "Dr. Drell", - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_18787a0f-60f0-5454-b810-6c0ded61aec9", - "relation": "embeds", - "ref": "[images/image_page_46_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 46, - "artifact_ref": "page_citation_assets/page-46.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_6f408843-87bf-5e14-be64-e4f884687496", - "type": "page", - "content": "risk oversight, with the independent Lead Director and independent committees proactively engaging with management. \nFor further details, see Board Leadership Structure above.\nThe Board retains full oversight of information security matters, including cybersecurity. The AC reviews the adequacy \nand effectiveness of the Company’s information security policies, practices, and internal controls. The AC receives regular \nupdates on information security from management, including the Chief Security Officer and security team, while the \nBoard receives annual reports on these matters. The AC also meets in executive session with leaders of key control \nfunctions, ensuring direct access to management teams and appropriate staffing and resources.\nThe Company’s ERM process is an annual assessment of its risk environment, integrating risk evaluation with the \nCompany’s operations and strategies. This process examines internal and external factors, risk amplifiers, and emerging \ntrends to prioritize mitigation efforts based on the risk horizon. It evaluates the potential impact and likelihood of risks \nmaterializing over relevant timeframes, considers future threats and trends, and identifies the actions, strategies, \nprocesses, controls, and procedures in place or to be implemented to manage and mitigate these risks. \nERM Process\nü\nAnnual assessment of the Company’s risk environment led by management\nü\nIdentifies and evaluates risks across different timeframes, including short-, intermediate- and long- term\nü\nIdentifies, assesses, and manages the Company’s most significant risks and uncertainties that could materially \nimpact the long-term health of the Company or prevent the achievement of strategic objectives\nü\nRegular updates reported to senior management, including CEO\nü\nOverseen and reviewed by the Board and AC, at least annually\nü\nBoard and committees have direct access to management to receive updates on risk exposures and mitigation \nstrategies, and give feedback on key and emerging risks, including cybersecurity, trade compliance, risk \nmanagement and the ERM process\nü\nBoard and committee agendas adjusted throughout the year by CEO and Lead Director to address emerging risks \nand key topics\nü\nIncludes interviews with senior management and Board members to identify major risks\nü\nThe Board, its committees, and senior management may engage outside advisors, experts, and consultants to help \ndevelop and analyze the Company’s risk management and mitigation efforts, and anticipate future threats and \ntrends\nWhile the Company does not have a Chief Compliance Officer, the ERM process and action plan are reviewed by the CEO, \nother NEOs reporting directly to the CEO, and senior management members. These leaders are responsible for managing \nand monitoring key risks within their respective functional areas. The Company’s internal audit team administers the ERM \nprogram on behalf of management.\nThe ERM process is designed to align the Board’s risk oversight with the Company’s disclosure controls and procedures. \nManagement involved in the ERM process prepares reports that are reviewed by the Board or its committees to ensure \nthat disclosure controls and procedures function effectively. \nCorporate Governance \nBoard Refreshment\nAs discussed above, the NCGC and the Board understand the importance of Board refreshment. On May 7, 2026, the \nBoard approved an increase in its size from ten to eleven directors and appointed Suzanne Nora Johnson to fill the newly \ncreated directorship, in each case effective July 13, 2026. Ms. Nora Johnson will join the Board effective July 13, 2026, \ndue to a prior professional commitment. Ms. Nora Johnson is the retired Vice Chairman of The Goldman Sachs Group, Inc., \nwhere she spent 21 years in various leadership roles. She currently serves on the board of directors of Pfizer Inc., and \nserves on the Boards of Trustees of The Brookings Institution, the Broad Foundation, and the University of Southern \nCalifornia. Ms. Nora Johnson will bring to the Board extensive senior leadership experience, experience managing large, \ncomplex, global institutions and deep knowledge of global financial markets, risk management, and regulatory issues. Ms. \nNora Johnson is not currently a member of the Board and is not a nominee for election at the 2026 Meeting. She is \nexpected to join the AC on the effective date of her appointment.\nCorporate Governance Policies\nThe Board has adopted Corporate Governance Policies to ensure that the Board has the necessary authority and \nprocesses in place to review and evaluate our business operations as needed and to make decisions that are independent \nof our management. These policies include practices the Board follows with respect to its composition and selection, \nregular evaluations of the Board and its committees, Board meetings and involvement of senior management, senior \nmanagement development, and Board committees and compensation. These policies may be viewed in the Investor \nRelations section of our website at www.nvidia.com.\n28\n\nExecutive Sessions of the Board\nAs required under Nasdaq’s listing standards, our independent directors meet regularly in scheduled executive sessions at \nwhich only independent directors are present, as well as in sessions with the CEO. In Fiscal 2026, our independent \ndirectors met in both types of executive sessions at all four of our scheduled quarterly Board meetings.\nDirector Attendance at Annual Meeting\nWe expect that our directors will attend each annual meeting, absent a valid reason. All Board members as of our 2025 \nMeeting attended our 2025 Meeting.\nBoard Self-Assessments\nThe NCGC oversees an evaluation process, conducted at least annually, whereby outside counsel for NVIDIA interviews \neach director to obtain his or her evaluation of the Board as a whole, and of the committees on which he or she serves. \nThe interviews solicit ideas from the directors about, among other things, improving the quality of Board and/or \ncommittee oversight, effectiveness regarding strategic direction, financial and audit matters, executive compensation, \nacquisition activity, and other key topics. The interviews also focus on Board process and identifying specific issues for \nfuture discussion. After these evaluations are complete, our outside counsel summarizes the results, reviews them with \nour Lead Director, and then submits the summary for NCGC discussion. The NCGC Chair and outside counsel then report \nevaluation results to the full Board.\nIn response to the evaluations conducted in Fiscal 2026, our Board determined to focus on geopolitical and regulatory \nrisks, government affairs, supply chain, cybersecurity, AI regulations, growth planning, the use and applications of AI, the \nCompany’s strategic roadmap, and management development. The Board also determined to continue to focus on the \nBoard’s composition and process for Board refreshment.\nDirector Orientation and Continuing Education\nThe NCGC and our General Counsel are responsible for new director orientation and for administering or approving \neligible director continuing education programs. Continuing education programs for directors may include a combination \nof internally developed materials and presentations, programs presented by third parties, and financial and administrative \nsupport for attendance at qualifying academic or other independent programs. \nDirector Time Commitment and Outside Board Memberships\nOur directors are expected to devote sufficient time to Board and committee duties and to understanding the Company’s \nbusiness. The NCGC reviews the other commitments of potential Board candidates, and does so annually for existing \nBoard members, to determine if this expectation can be met. In making this determination, the NCGC considers, among \nother factors, stakeholder guidelines regarding numerical limits on public company boards on which a director may sit. \nNone of our directors serve on more than two public company boards (including NVIDIA), and none of our non-employee \ndirectors serve as a CEO or executive officer of a public company.\nDirector Stock Ownership Guidelines\nOur Corporate Governance Policies require each non-employee director to hold shares of our common stock with a total \nvalue equal to six times the annual cash retainer for Board service during the period in which he or she serves as a \ndirector (or ten times his base salary, in the case of the CEO). The shares may include vested deferred stock, shares held \nin trust, and shares held by immediate family members, but not unvested equity awards. Non-employee directors have \nfive years after their Board appointment to reach the ownership threshold. Our stock ownership guidelines are intended \nto further align director interests with stockholder interests.\nEach non-employee director and Mr. Huang currently meets or exceeds the stock ownership requirements.\nSenior Management Development\nWe believe in extensive leadership development. Our internal leadership structure ensures that many senior managers \nwork directly with our CEO to execute our corporate strategies. This approach results in strategic alignment, exposes \nleaders to a broad spectrum of corporate activities, and presents the Board with a pool of excellent candidates for future \npromotion. Our CEO also selects senior leaders to engage directly with the Board on key initiatives and provides periodic \nupdates to our Board on management development.\nOutside Advisors\nThe Board and each of its principal committees may retain outside advisors and consultants of their choosing at our \nexpense. The Board does not need management’s consent to retain outside advisors and the principal committees do not \nneed consent from the Board or management’ to retain outside advisors.\n29", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Corporate Governance", - "metadata": { - "length": 9839, - "summary": "This section details the Company's Corporate Governance framework, focusing on Board refreshment and policies. It highlights the appointment of Ms. Nora Johnson to the Board effective July 13, 2026, following an increase in board size from ten to eleven directors. The text outlines the NCGC's role in overseeing director evaluations, orientation, continuing education, and time commitments. Additionally, it specifies Director Stock Ownership Guidelines requiring non-employee directors to hold shares worth six times their annual cash retainer (or ten times base salary for the CEO) within five years of appointment. The section concludes by noting that senior management development is overseen by the CEO and that outside advisors may be retained at the Board's discretion.", - "page_nums": [ - 47, - 48 - ], - "keywords": [ - "NCGC", - "Board", - "Suzanne Nora Johnson", - "Ms. Nora Johnson", - "The Goldman Sachs Group, Inc.", - "Pfizer Inc.", - "The Brookings Institution", - "the Broad Foundation", - "University of Southern California", - "AC", - "Investor Relations", - "www.nvidia.com", - "NASDAQ", - "NVIDIA", - "Mr. Huang" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 47, - "artifact_ref": "page_citation_assets/page-47.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 48, - "artifact_ref": "page_citation_assets/page-48.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b77ceb4d-1537-5db6-8750-ce4fa4a77d17", - "type": "page", - "content": "Code of Conduct\nOur directors, executives, and employees are expected to conduct themselves with the highest degree of integrity, ethics, \nand honesty. Our credibility and reputation depend upon their good judgment, ethical standards, and personal integrity. \nOur Code of Conduct applies to all executive officers, directors, and employees, including our principal executive officer, \nprincipal financial officer, and principal accounting officer. The Financial Team Code of Conduct applies to our executive \nofficers, directors, members of our finance department, and all employees involved in the preparation and review of \nexternally-reported periodic financial reports, filings, and documents. We regularly review our Code of Conduct and \nrelated policies to ensure that they provide clear guidance to our directors, executives, and employees. We also regularly \ntrain our employees on our Code of Conduct and other policies.\nThe Code of Conduct and the Financial Team Code of Conduct may be viewed in the Investor Relations section of our \nwebsite at www.nvidia.com. If we make any amendments to either code, or grant any waiver from a provision of either \ncode to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website \nor in a report on Form 8-K. Information contained on our website is not incorporated by reference into this or any other \nreport we file with the SEC.\nInsider Trading Policy\nOur Insider Trading Policy governs transactions in our securities and applies to the Board and our employees, contractors, \nand consultants. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading \nlaws, rules and regulations applicable to NVIDIA. Section 16 directors and officers must obtain preclearance before \ntrading in NVIDIA’s stock. In addition, we comply with applicable laws and regulations relating to insider trading with \nrespect to transactions in our securities such as open market repurchases of our common stock from time to time. \nUnder our Insider Trading Policy, hedging ownership of NVIDIA stock, including but not limited to trading in options, puts, \ncalls, or other derivative instruments related to NVIDIA stock or debt, is not permitted. Additional prohibitions include \npurchasing NVIDIA stock on margin or holding NVIDIA stock in a margin account, or pledging NVIDIA stock as collateral \nfor a loan. We allow participation in certain exchange funds for portfolio diversification.\nCorporate Hotline\nWe have established an independent corporate hotline to allow any employee, contractor, customer, or partner to \nconfidentially and anonymously submit a complaint about any accounting, internal controls, auditing, Code of Conduct, or \nother matter of concern (unless prohibited by local privacy laws).\nStockholder Communications with the Board of Directors\nStockholders who wish to communicate with the Board regarding nominations of directors or other matters may do so by \nsending \nelectronic \nwritten \ncommunications \naddressed \nto \nTimothy \nS. \nTeter, \nour \nSecretary, \nat \nshareholdermeeting@nvidia.com. All stockholder communications we receive that are addressed to the Board will be \ncompiled by our Secretary. If no particular director is named, letters will be forwarded, depending on the subject matter, \nto the chairperson of the AC, CC, or NCGC. Matters put forth by our stockholders will be reviewed by the NCGC, which \nwill determine whether these matters should be presented to the Board. The NCGC will give serious consideration to all \nsuch matters and will make its determination in accordance with its charter and applicable laws.\nMajority Vote Standard\nUnder our Bylaws, in an uncontested election, stockholders will be given the choice to cast votes FOR or AGAINST the \nelection of directors or to ABSTAIN from such vote. A director shall be elected by the affirmative vote of the majority of \nthe votes cast with respect to that director, meaning the number of shares voted FOR a director must exceed the \nnumber of votes cast AGAINST that director. If the votes cast FOR an incumbent director in a non-contested election do \nnot exceed the number of AGAINST votes, such incumbent director shall offer to tender his or her resignation to the \nBoard. The NCGC or other committee that may be designated by the Board will make a recommendation to the Board on \nwhether to accept or reject the resignation or whether other action should be taken. The Board will act on such \ncommittee’s recommendation and publicly disclose its decision and the rationale within 90 days from the date of \ncertification of the election results. In making their decision, such committee and the Board will evaluate the best \ninterests of the Company and its stockholders and shall consider all factors and information deemed relevant. The \ndirector who tenders his or her resignation will not participate in such committee’s recommendation or the Board’s \ndecision.\nIn a contested election, in which the number of nominees exceeds the number of directors to be elected, stockholders will \nbe given the choice to cast FOR or WITHHOLD votes for the election of directors. Our directors will be elected by a \nplurality of the shares represented at any such meeting or by proxy and entitled to vote on the election of directors at \nthat meeting. The directors receiving the greatest number of FOR votes will be elected.\nIn either case, abstentions and broker non-votes will each be counted as present for purposes of determining the \npresence of a quorum but will otherwise have no effect on the vote.\n30", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Communications with the Board of Directors", - "metadata": { - "length": 5654, - "summary": "This section outlines the procedure for stockholders to communicate with the Board of Directors regarding director nominations or other matters. Communications should be sent electronically to Timothy S. Teter, the Secretary, at shareholdermeeting@nvidia.com. The Secretary compiles these communications; if no specific director is named, letters are forwarded to the chairperson of the Audit Committee (AC), Compensation Committee (CC), or Nominating and Corporate Governance Committee (NCGC). The NCGC reviews all such matters to determine if they should be presented to the full Board.", - "page_nums": [ - 49 - ], - "keywords": [ - "Timothy S. Teter", - "Secretary", - "shareholdermeeting@nvidia.com", - "Board", - "Stockholders", - "AC", - "CC", - "NCGC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 49, - "artifact_ref": "page_citation_assets/page-49.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_0382610d-8e2e-5dd0-b31c-3d5e8ec755b7", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Communications with the Board of Directors p49]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Majority Vote Standard", - "metadata": { - "length": 180, - "summary": "This section outlines the 'Majority Vote Standard' for director elections as defined in the company's Bylaws. It details that in uncontested elections, directors must receive a majority of votes cast (FOR exceeding AGAINST) to be elected; otherwise, they must tender their resignation, which is then reviewed by the Nominating and Corporate Governance Committee (NCGC) and the Board within 90 days. In contested elections, directors are elected by a plurality of votes. The text also clarifies that abstentions and broker non-votes count towards quorum but do not affect the vote outcome.", - "page_nums": [ - 49 - ], - "keywords": [ - "NCGC", - "Board" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 49, - "artifact_ref": "page_citation_assets/page-49.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_dae2998e-7f0a-584c-a907-82168f737766", - "type": "page", - "content": "Stockholder Special Meeting Right\nAs part of our Board and management’s comprehensive review of current corporate governance practices, our Board \namended our Bylaws in 2024 to let stockholders owning at least 15% of our shares, and who have owned such shares \ncontinuously for at least one year, to request a special meeting of stockholders. Those requestors must also satisfy the \ndisclosure, timing and other requirements set forth in our Bylaws intended to ensure that stockholders receive adequate, \ntimely, and accurate information in connection with a special meeting. Our Board believes that this special meeting right \nstrikes a balance between enabling urgent action and protecting the Company and its stockholders from narrow, short-\nterm interests.\nBoard Meeting Information\nThe Board met five times during Fiscal 2026, including meetings during which the Board discussed the strategic direction \nof NVIDIA, new business and strategic opportunities, the product roadmap, and other matters facing NVIDIA. We expect \neach Board member to attend each meeting of the Board and the committees on which he or she serves. Each Board \nmember attended 75% or more of the applicable meetings of the Board and of each committee on which he or she served \nduring Fiscal 2026.\nCorporate Sustainability\nNVIDIA invents computing technologies that improve lives and address global challenges. Our goal is to integrate sound \nCS principles and practices across the Company. Our Board and management believe that environmental stewardship, \nsocial responsibility, and solid governance are important to our business strategy and long-term value creation. While the \nfull Board has ultimate responsibility for CS matters that impact our business, each committee of the Board oversees CS \nmatters across our business operations in the areas that align with their respective responsibilities. The NCGC is \nresponsible for reviewing and discussing with management our policies, issues, and reporting related to sustainability, \nincluding overall sustainability strategy, risks, and opportunities, and related programs and initiatives. Our CS team \nupdates the NCGC at least semiannually on these topics, as well as pertinent regulations and stakeholder inputs, and \ngathers feedback from the NCGC on issues such as climate change and human rights. The CS team also reports on \nsustainability issues to the full Board annually.\nOur CSSC comprises members of our executive leadership team. The CSSC oversees and provides input on our \nsustainability strategy and program. Feedback from the Board, the NCGC and CSSC, along with specific input from our \nexecutive team, helps to determine the focus and scope of our sustainability strategy and program.\nMore information can be found on the Corporate Sustainability section of our website and in our annual Sustainability \nReport. Information contained on our website or in our annual Sustainability Report is not incorporated by reference into \nthis or any other report we file with the SEC. Refer to “Item 1A. Risk Factors” in our Form 10-K for a discussion of risks \nand uncertainties we face related to CS.\nClimate and Efficiency\nIn Fiscal 2025, we purchased or generated enough renewable energy to match 100% of our global electricity usage for \nsites under our operational control. \nIn Fiscal 2026, we announced two new emission reduction targets validated by the Science Based Targets Initiative. \nNVIDIA’s goal is to, from a Fiscal 2023 base year: \n•\nReduce absolute scope 1 and 2 emissions by 50% by Fiscal 2030\n•\nReduce scope 3 emissions intensity from use of sold GPU products by 75% per petaFLOP of computing \nperformance by Fiscal 2030\nPublic Policy Engagement and Accountability \nOur NCGC oversees and periodically reviews our public policy engagement and accountability. We engage in the public \npolicy process to advance the long-term interests of the Company and its stockholders. NVIDIA’s U.S. federal lobbying \nactivities are disclosed quarterly and publicly reported. We belong to trade associations worldwide. Management reports \nto the NCGC about our policies and practices in connection with government relations, public policy, and related \nexpenditures.\n31", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Special Meeting Right", - "metadata": { - "length": 4223, - "summary": "The section details an amendment to the company's Bylaws in 2024, granting stockholders owning at least 15% of shares (held continuously for one year) the right to request a special meeting. It notes that requesters must meet specific disclosure and timing requirements to ensure adequate information is provided.", - "page_nums": [ - 50 - ], - "keywords": [ - "Board", - "stockholders" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 50, - "artifact_ref": "page_citation_assets/page-50.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e5ba9227-9f77-5340-b5f0-cddd3c1428b2", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Special Meeting Right p50]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Board Meeting Information", - "metadata": { - "length": 159, - "summary": "This section details the Board's meeting schedule and attendance for Fiscal 2026. It states that the Board met five times to discuss strategic direction, business opportunities, and product roadmaps. It also outlines the expectation for full attendance by Board members at all meetings of the Board and their respective committees, noting that each member attended 75% or more of applicable meetings during the fiscal year.", - "page_nums": [ - 50 - ], - "keywords": [ - "Fiscal 2026", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 50, - "artifact_ref": "page_citation_assets/page-50.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e6a95a32-71ed-5e5a-8d2d-4bb205d31852", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Special Meeting Right p50]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Corporate Sustainability", - "metadata": { - "length": 159, - "summary": "The section outlines NVIDIA's commitment to Corporate Sustainability (CS), emphasizing the integration of environmental stewardship, social responsibility, and governance into its business strategy. It details the oversight structure where the full Board holds ultimate responsibility, while specific committees like the NCGC and CSSC manage sustainability policies, risks, and strategies. The CS team reports semiannually to the NCGC and annually to the Board. Additionally, it highlights climate achievements in Fiscal 2025 (100% renewable energy usage) and new emission reduction targets for Fiscal 2030 validated by the Science Based Targets Initiative.", - "page_nums": [ - 50 - ], - "keywords": [ - "NVIDIA", - "Board", - "NCGC", - "CSSC", - "Science Based Targets Initiative" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 50, - "artifact_ref": "page_citation_assets/page-50.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_38afb197-d11e-5abe-989e-35328a4b3091", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Special Meeting Right p50]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Public Policy Engagement and Accountability", - "metadata": { - "length": 159, - "summary": "This section outlines the company's public policy engagement and accountability measures. It states that the NCGC oversees these activities, which are conducted to advance the long-term interests of the Company and its stockholders. The text notes that U.S. federal lobbying activities are disclosed quarterly and publicly reported, the company belongs to trade associations worldwide, and management reports to the NCGC regarding policies and expenditures related to government relations.", - "page_nums": [ - 50 - ], - "keywords": [ - "NCGC", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 50, - "artifact_ref": "page_citation_assets/page-50.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3819af5b-40b8-539d-978c-0bef4268e67d", - "type": "page", - "content": "Director Compensation\nNVIDIA’s non-employee director compensation program is designed to attract and retain a world-class Board of Directors \nwhile balancing our stockholders’ interests, and aligns with annual service starting on the dates of our annual meetings. \nWe do not pay additional fees for serving as Lead Director or as chairperson or member of our committees, or for \nmeeting attendance. Directors who are also employees do not receive compensation for service on the Board. \nRoles of the Board, the Compensation Committee, and Compensation Consultant\nThe CC reviews our director compensation annually with the assistance of its independent compensation consultant, \nSemler Brossy, and assesses peer group data, compensation trends, and best practices. Following this review, the CC \nrecommended the non-employee director compensation for the year following our 2025 Meeting, or the 2025 Program, \nas described below, which the Board approved in December 2024.\n2025 Program\nThe 2025 Program maintained the same target compensation as the previous year with a total value of $340,000—slightly \nbelow the median paid to peer group non-employee directors (based on the peer group determined in late 2024): \n(1) Represents target annual value of RSUs granted on the day following our 2025 Meeting, or the 2025 Program RSUs. 50% of the 2025 Program RSUs \nvested on the third Wednesday in November 2025 and 50% will vest on the third Wednesday in May 2026, subject to the director’s continuous service. \nThe number of shares subject to each director’s 2025 Program RSUs equaled the target value of the grant divided by the \n30-calendar day trailing average closing price of our common stock that ended the business day before the 2025 \nMeeting, to smooth the effects of market volatility. \nNew Directors\nAny new non-employee director who is appointed or elected to the Board with an effective date after the 2026 Meeting, \nor a New Director, will be entitled to receive (i) an annual cash retainer of $85,000, prorated to reflect the New Director’s \nservice, paid quarterly, (ii) an initial grant of RSUs with a target value of $255,000, converted to a number of shares by \ndividing such value by the 30-calendar day trailing average closing price of our common stock ending the business day \nbefore the New Director’s effective date of appointment or election, 1/6th of which will vest approximately every six \nmonths following the grant date, and (iii) a second grant of RSUs with a target value of $255,000, converted to a number \nof shares by dividing such value by the 30-calendar day trailing average closing price of our common stock ending the \nbusiness day before the 2026 Meeting, prorated to reflect the New Director’s service until the 2027 Meeting, or the New \nDirector Annual Grant. 50% of the New Director Annual Grant will vest on the third Wednesday in May 2027, and the \nbalance will vest on the third Wednesday in November 2026; provided that if the New Director’s first day of service is on \nor after November 1, 2026, the New Director Annual Grant will vest in full on the third Wednesday in May 2027 ((ii) and (iii) \ncollectively referred to as the New Director RSUs).\nDeferred Compensation Program\nNon-employee directors can elect to defer the settlement of RSUs upon vesting for tax planning purposes. Deferrals can \nbe made to the earlier of (i) the third Wednesday of March of a future year (no sooner than 2027 for the 2025 Program \nRSUs or 2028 for the New Director RSUs), or the 15th of March of any year that is 2029 or later, or (ii) the director’s \ncessation of service or certain change-in-control events, in accordance with Section 409A of the Internal Revenue Code. \nOther Compensation/Benefits\nOur directors are reimbursed for expenses incurred in attending Board and committee meetings, and continuing \neducational programs. We do not offer change-in-control benefits to directors, except for vesting acceleration under our \nequity plans that applies to all plan award holders if an acquirer does not assume or substitute those awards, provided \nthat the award holder’s continuous service with us has not terminated prior to the change-in-control. If a director’s \nservice terminates due to death, their RSU grants will immediately vest in full. \nDirectors do not receive dividends on unvested, or vested but deferred, RSUs.\n32\n\nDirector Compensation for Fiscal 2026\nName\nFees Earned or Paid in Cash ($)\nStock Awards ($) (1)\nTotal ($)\nRobert K. Burgess (2)\n \n63,750 \n \n278,809 \n342,559\nTench Coxe\n \n85,000 \n \n278,809 \n363,809\nJohn O. Dabiri \n \n85,000 \n \n278,809 \n363,809\nPersis S. Drell\n \n85,000 \n \n278,809 \n363,809\nDawn Hudson\n \n85,000 \n \n278,809 \n363,809\nHarvey C. Jones\n \n85,000 \n \n278,809 \n363,809\nMelissa B. Lora\n \n85,000 \n \n278,809 \n363,809\nStephen C. Neal \n \n85,000 \n \n278,809 \n363,809\nEllen Ochoa (3)\n \n42,500 \n \n278,809 \n321,309\nA. Brooke Seawell\n \n85,000 \n \n278,809 \n363,809\nAarti Shah \n \n85,000 \n \n278,809 \n363,809\nMark A. Stevens\n \n85,000 \n \n278,809 \n363,809\n(1) \nAmounts shown do not reflect amounts actually received by the director. Instead, these amounts reflect the aggregate full grant date fair value \ncalculated in accordance with ASC 718 for RSU awards granted during the fiscal year. The assumptions used in the calculation are set forth in Note 3 \nto our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. On June 26, 2025, each non-employee director then \nserving on the Board received their 2025 Program RSU grant for 1,799 shares, with an ASC 718 grant date fair value per share of $154.98. \n(2) \nMr. Burgess passed away in December 2025, prior to the date of the final quarterly cash retainer payment under the 2025 Program.\n(3) \nDr. Ochoa resigned from the Board in July 2025, prior to the dates of the two final quarterly cash retainer payments under the 2025 Program. \nThe following table provides information regarding the aggregate number of unvested RSUs held by each of our non-\nemployee directors as of January 25, 2026: \nName\nRSUs\nName\nRSUs\nRobert K. Burgess (1)\n—\nMelissa B. Lora (3)\n1,880\nTench Coxe\n900\nStephen C. Neal\n900\nJohn O. Dabiri\n900\nEllen Ochoa (4)\n—\nPersis S. Drell (2)\n—\nA. Brooke Seawell\n900\nDawn Hudson\n900\nAarti Shah\n900\nHarvey C. Jones\n900\nMark A. Stevens\n900\n(1) \nMr. Burgess passed away in December 2025. Pursuant to the terms of our 2007 Plan, upon his death, unvested RSUs then held by Mr. Burgess \naccelerated and became fully vested. \n(2) \nDr. Drell resigned from the Board in January 2026.\n(3) \nIncludes initial RSUs granted to Ms. Lora in connection with her appointment to the Board in 2023.\n(4) \nDr. Ochoa resigned from the Board in July 2025. Pursuant to the terms of our non-employee director compensation program, RSUs previously \ndeferred by Dr. Ochoa were issued on the date of her resignation.\n33", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Director Compensation", - "metadata": { - "length": 6866, - "summary": "This section details NVIDIA's non-employee director compensation program, including the 2025 Program structure ($85,000 annual cash retainer and $255,000 equity retainer), provisions for new directors, deferred compensation options, and other benefits. It also presents a table of Director Compensation for Fiscal 2026, listing fees earned, stock awards, and total compensation for each director, along with a table showing the aggregate number of unvested RSUs held by each director as of January 25, 2026.", - "page_nums": [ - 51, - 52 - ], - "keywords": [ - "NVIDIA", - "Semler Brossy", - "Robert K. Burgess", - "Tench Coxe", - "John O. Dabiri", - "Persis S. Drell", - "Dawn Hudson", - "Harvey C. Jones", - "Melissa B. Lora", - "Stephen C. Neal", - "Ellen Ochoa", - "A. Brooke Seawell", - "Aarti Shah", - "Mark A. Stevens" - ], - "connect_to": [ - { - "target": "asset_7c08d29a-ab87-5b4f-9154-0d892191881e", - "relation": "embeds", - "ref": "[images/image_page_51_figure_1.png]" - }, - { - "target": "asset_3355fe5c-5095-5e69-b278-1d8a4de3dec6", - "relation": "embeds", - "ref": "[tables/table_page_52_1.html]" - }, - { - "target": "asset_c0b109b7-e1f2-5f29-926b-fa0d4d630b94", - "relation": "embeds", - "ref": "[tables/table_page_52_2.html]" - } - ], - "page_assets": [ - { - "page_num": 51, - "artifact_ref": "page_citation_assets/page-51.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 52, - "artifact_ref": "page_citation_assets/page-52.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7f39f806-4e26-53b4-8cbd-6bbdd107e734", - "type": "page", - "content": "Review of Transactions with Related Persons\nEmployees, officers, and directors must avoid any activity that conflicts with, or has the appearance of conflicting with, \nour interests. This policy is included in our Code of Conduct and our Financial Team Code of Conduct. We regularly \nconduct a review of all related party transactions for potential conflicts of interest and all transactions involving \nexecutive officers or directors must be approved by the NCGC in compliance with the Company’s policies and Nasdaq \nlisting standards. Except as discussed below, there were no transactions with related persons since the beginning of \nFiscal 2026 or currently proposed transactions that would require disclosure in this proxy statement or approval by the \nNCGC. \nTransactions with Related Persons\nThe daughter and son of Jen-Hsun Huang, our President and CEO and a member of our Board, are employed by the \nCompany. Neither of them shares a household with Mr. Huang, is one of our executive officers, or reports directly to Mr. \nHuang. Additionally, the son of Dr. Shah, one of our directors, is employed by the Company. He does not share a \nhousehold with Dr. Shah and is not one of our executive officers.\nThe compensation of these individuals was determined in accordance with NVIDIA’s compensation practices applicable to \nemployees with comparable qualifications and responsibilities and holding similar positions and without the involvement \nof Mr. Huang or Dr. Shah, respectively. The total compensation for Fiscal 2026 of the daughter and son of Mr. Huang was \napproximately $1,232,000 and $1,320,000, respectively. The total compensation for Fiscal 2026 of the son of Dr. Shah \nwas approximately $265,000.\nEach of them has received and continues to be eligible for equity awards on the same general terms and conditions as \napplicable to employees in similar positions who do not have such family relationships.\nThe Jen-Hsun and Lori Huang Foundation, or the Huang Foundation, a charitable organization, has entered into an \nagreement with CoreWeave, Inc., a third-party cloud services provider, to purchase GPU compute time for donation to \nuniversity and other non-profit research institutes to develop open science and AI research, of which $108.3 million has \nbeen donated to date. NVIDIA routinely offers engineering services for no charge in the ordinary course of business to \ndevelopers of NVIDIA accelerated computing and we plan to offer similar engineering services for no charge to certain \nrecipients of GPU compute time grants from the Huang Foundation.\nWe have entered into indemnity agreements with our executive officers and directors. The agreements provide that we \nwill indemnify them, under certain circumstances, for liabilities they may be required to pay in actions or proceedings by \nreason of their position with NVIDIA, and otherwise to the fullest extent permitted under Delaware law, our Charter, and \nour Bylaws. We intend to execute similar agreements with our future executive officers and directors. See Employment, \nSeverance, and Change-in-Control Arrangements below for a description of the terms of the 2007 Plan related to a \nchange-in-control of NVIDIA.\nDuring Fiscal 2026, we granted RSUs to our non-employee directors, and RSUs and PSUs to our executive officers (other \nthan Mr. Huang, who received PSUs only). See Director Compensation above and Executive Compensation below.\n34", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Review of Transactions with Related Persons", - "metadata": { - "length": 3442, - "summary": "This page details the company's policy on reviewing transactions with related persons, including employees, officers, and directors. It discloses that Jen-Hsun Huang's daughter and son, as well as Dr. Shah's son, are employed by the company, and lists their total compensation for Fiscal 2026. Additionally, it describes an agreement between the Jen-Hsun and Lori Huang Foundation and CoreWeave, Inc., regarding GPU compute time donations, and outlines indemnification agreements for executive officers and directors.", - "page_nums": [ - 53 - ], - "keywords": [ - "NCGC", - "Jen-Hsun Huang", - "Dr. Shah", - "NVIDIA", - "Fiscal 2026", - "CoreWeave, Inc.", - "Jen-Hsun and Lori Huang Foundation", - "Huang Foundation", - "Delaware" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 53, - "artifact_ref": "page_citation_assets/page-53.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_dc52dae2-f0f9-5b55-b904-d4fa64ec6986", - "type": "page", - "content": "Security Ownership of Certain Beneficial Owners and Management\nThe following table sets forth information as of March 23, 2026 as to shares of our common stock beneficially owned by \neach of our NEOs, each of our directors, all of our directors and executive officers as a group, and all known by us to be \nbeneficial owners of more than 5% of our common stock, unless otherwise indicated in the footnotes to the table. \nBeneficial ownership is determined in accordance with the SEC’s rules and generally includes voting or investment power \nwith respect to securities as well as shares of common stock subject to PSUs or RSUs that will vest within 60 days of \nMarch 23, 2026.\nThis table is based upon information provided to us by our executive officers and directors. Information about principal \nstockholders, other than percentages of beneficial ownership, is based solely on Schedules 13G/A filed with the SEC. \nUnless otherwise indicated and subject to community property laws where applicable, we believe that each of the \nstockholders named in the table has sole voting and investment power with respect to the shares indicated as \nbeneficially owned. Percentages are based on 24,312,141,810 shares of our common stock outstanding as of March 23, \n2026, adjusted as required by SEC rules. \nName of Beneficial Owner\nShares Owned\nShares Issuable \nWithin 60 Days\nTotal Shares \nBeneficially \nOwned\nPercent\nNEOs:\nJen-Hsun Huang\n 870,604,104 (1)\n \n— \n 870,604,104 \n3.58%\nColette M. Kress\n \n4,443,523 (2)\n \n— \n \n4,443,523 \n*\nAjay K. Puri\n \n3,266,897 (3)\n \n— \n \n3,266,897 \n*\nDebora Shoquist\n \n1,580,729 (4)\n \n— \n \n1,580,729 \n*\nTimothy S. Teter\n \n2,687,197 (5)\n \n— \n \n2,687,197 \n*\nDirectors, not including Mr. Huang:\nTench Coxe\n \n30,555,240 (6)\n \n— \n \n30,555,240 \n*\nJohn O. Dabiri\n \n13,888 \n \n900 \n \n14,788 \n*\nDawn Hudson\n \n367,987 \n \n900 \n \n368,887 \n*\nHarvey C. Jones\n \n7,002,787 (7)\n \n900 \n \n7,003,687 \n*\nMelissa B. Lora\n \n899 (8)\n \n900 \n \n1,799 \n*\nStephen C. Neal\n \n183,967 (9)\n \n900 \n \n184,867 \n*\nA. Brooke Seawell\n \n2,505,707 (10)\n \n900 \n \n2,506,607 \n*\nAarti Shah\n \n25,620 (11)\n \n— \n \n25,620 \n*\nMark A. Stevens\n \n34,068,672 (12)\n \n900 \n \n34,069,572 \n*\nDirectors and executive officers as a group (14 persons)\n 957,307,217 (13)\n \n6,300 \n 957,313,517 \n3.94%\n5% Stockholders:\nBlackRock, Inc.\n 1,805,935,550 (14)\n \n— \n 1,805,935,550 \n7.43%\nVanguard Capital Management\n 1,777,408,252 (15)\n \n— \n 1,777,408,252 \n7.31%\n* Represents less than 1% of the outstanding shares of our common stock.\n(1)\nIncludes (a) 528,531,547 shares of common stock held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun and Lori Huang Living Trust, \nu/a/d May 1, 1995, or the Huang Trust, (b) 31,421,011 shares of common stock held by The Huang 2012 Irrevocable Trust, of which Mr. Huang and his \nwife are co-trustees, (c) 109,040,602 shares of common stock held by The Huang Irrevocable Remainder Trust u/a/d 2/19/2016, of which Mr. Huang \nand his wife are co-trustees, (d) 6,632,667 shares of common stock held by TARG M LLC, of which the Huang Trust is the sole member, (e) 6,632,667 \nshares of common stock held by TARG S LLC, of which the Huang Trust is the sole member, (f) 30,000,000 shares of common stock held by TARG M2 \nLLC, of which the Huang Trust is the sole member, (g) 30,000,000 shares of common stock held by TARG S2 LLC, of which the Huang Trust is the sole \nmember, and (h) 58,683,830 shares of common stock held by The Jen-Hsun & Lori Huang Foundation, or the Huang Foundation, of which Mr. Huang \nand his wife are board members. By virtue of their status as co-trustees of the Huang Trust, The Huang 2012 Irrevocable Trust, and The Huang \nIrrevocable Remainder Trust, each of Mr. Huang and his wife may be deemed to have shared beneficial ownership of, and to exercise shared voting and \ninvestment power over, the shares referenced in (a)-(g). By virtue of their status as board members of the Huang Foundation since 2007, Mr. Huang \nand his wife may be deemed to have shared beneficial ownership of, and to exercise shared voting and investment power over, the shares referenced \nin (h), and therefore the Huang Foundation’s shares are being reported in accordance with Item 403 of Regulation S-K. Mr. Huang and his wife have no \npecuniary interest in the Huang Foundation’s shares. \n(2)\nIncludes (a) 4,000 shares held by immediate family member 1, (b) 4,000 shares held by immediate family member 2, (c) 712,934 shares held by a limited \nliability company, the sole member of which is an irrevocable trust of which the trustee is an independent institution, (d) 451,498 shares held by \nGrantor Retained Annuity Trust 1, of which Ms. Kress is trustee, (e) 451,498 shares held by Grantor Retained Annuity Trust 2, of which Ms. Kress’s \nhusband is trustee and exercises sole voting and investment power, (f) 83,060 shares held by a trust, of which Ms. Kress is trustee, (g) 2,032,048 shares \nheld by Grantor Retained Annuity Trust 3, of which Ms. Kress and her husband are co-trustees, and (h) 271,592 shares held by Grantor Retained \nAnnuity Trust 4, of which Ms. Kress and her husband are co-trustees. By virtue of their status as co-trustees of the Grantor Retained Annuity Trusts 3 \n35\n\nand 4, each of Ms. Kress and her husband may be deemed to have shared beneficial ownership of, and to exercise shared voting and investment power \nover, the shares referenced in (g) and (h).\n(3)\nIncludes (a) 3,018,547 shares of common stock held by the Ajay K Puri Revocable Trust dtd 12/10/2015, of which Mr. Puri is trustee, and (b) 46,360 \nshares of common stock held by The Puri 2019 Irrevocable Children’s Trust dtd 12/06/2019, of which Mr. Puri is one of the trustees. Mr. Puri disclaims \nbeneficial ownership of the shares held by The Puri 2019 Irrevocable Children’s Trust, except to the extent of his pecuniary interest therein.\n(4)\nIncludes 1,424,603 shares of common stock held by the Debora C. Shoquist Revocable Living Trust dtd 6/13/2002, of which Ms. Shoquist is trustee.\n(5)\nRepresents shares of common stock held by the Horne Teter Family Living Trust, dated February 1, 2019, of which Mr. Teter is a co-trustee and \nexercises shared voting and investment power.\n(6)\nIncludes (a) 4,852,480 shares of common stock held in a retirement trust, and (b) 25,671,360 shares of common stock held in The Coxe Revocable \nTrust, of which Mr. Coxe is a co-trustee and exercises shared voting and investment power. Mr. Coxe disclaims beneficial ownership of the shares held \nby The Coxe Revocable Trust, except to the extent of his pecuniary interest therein. Mr. Coxe shares pecuniary interest in shares held in his individual \nname pursuant to a contractual relationship, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.\nDoes not include an additional 23,867 shares of common stock underlying vested RSUs that Mr. Coxe has deferred for future issuance. \n(7)\nIncludes 6,933,280 shares of common stock held in the H.C. Jones Living Trust, of which Mr. Jones is trustee.\n(8)\nDoes not include an additional 12,878 shares of common stock underlying vested RSUs that Ms. Lora has deferred for future issuance.\n(9)\nIncludes (a) 30,428 shares of shares of common stock held by the 2013 Stephen C. Neal Revocable Trust, of which Mr. Neal is trustee, (b) 143,410 \nshares of common stock held by the Neal/Rhyu Revocable Trust dated 05/02/2017, of which Mr. Neal is a co-trustee and exercises shared voting and \ninvestment power, and (c) 7,142 shares of common stock held by the 2013 Michelle S. Rhyu Revocable Trust, of which Mr. Neal’s wife is trustee and \nexercises sole voting and investment power.\n(10) Includes 2,500,000 shares of common stock held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which Mr.  Seawell is \ntrustee.\n(11) Does not include an additional 9,487 shares of common stock underlying vested RSUs that Dr. Shah has deferred for future issuance.\n(12) Includes (a) 7,399,771 shares of common stock held by the 3rd Millennium Trust, of which Mr. Stevens is co-trustee and exercises shared voting and \ninvestment power, (b) 15,017,750 shares of common stock held by the Envy Trust u/a/d December 7, 2021, of which Mr. Stevens is trustee, and (c) \n108,650 shares of common stock held by the 970 Foundation, of which Mr. Stevens and his wife are board members. By virtue of their status as board \nmembers of the 970 Foundation, Mr. Stevens and his wife may be deemed to have shared beneficial ownership of, and to exercise shared voting and \ninvestment power over, the shares referenced in (c), and therefore the 970 Foundation’s shares are being reported in accordance with Item 403 of \nRegulation S-K. Mr. Stevens and his wife have no pecuniary interest in the 970 Foundation’s shares.\n(13) Includes shares owned by all directors and executive officers.\n(14) This information is based solely on a Schedule 13G/A, dated January 26, 2024, filed with the SEC on January 26, 2024 by BlackRock, Inc. reporting its \nbeneficial ownership as of December 31, 2023. On an adjusted basis to reflect our June 2024 ten-for-one stock split, the Schedule 13G/A reported \nthat BlackRock had sole voting power with respect to 1,628,565,130 shares and sole dispositive power with respect to 1,805,935,550 shares. \nBlackRock is located at 50 Hudson Yards, New York, New York 10001.\n(15) This information is based solely on a Schedule 13G, dated April 28, 2026, filed with the SEC on April 28, 2026 by Vanguard Capital Management \nreporting its beneficial ownership as of March 31, 2026. The Schedule 13G reported that Vanguard had sole voting power with respect to 238,857,870 \nshares and sole dispositive power with respect to 1,777,408,252 shares. Vanguard is located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. \n36\n\nProposal 2—Advisory Approval of Executive Compensation\nWhat am I voting on? A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2026 NEO compensation.\nVote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on \nthis matter.\nEffect of abstentions: Same as a vote AGAINST.\nEffect of broker non-votes: None.\nIn accordance with Section  14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis, \ncommonly referred to as “say-on-pay,” to approve the Fiscal 2026 compensation paid to our NEOs as disclosed in the \nCD&A, the compensation tables and the accompanying narrative discussion. This vote is intended to address the overall \ncompensation of our NEOs and the philosophy, policies, and practices described in this proxy statement, rather than any \nspecific compensation component.\nIn response to our stockholders’ preference, our Board has adopted a policy of providing for annual “say-on-pay” votes. \nThis advisory proposal is not binding on the Board nor us. Nevertheless, the views expressed by our stockholders are \nimportant to the Board and, accordingly, the Board and the CC intend to consider the results of this vote in making \nfuture NEO compensation decisions.\nRecommendation of the Board\nThe Board recommends that our stockholders adopt the following resolution:\n“RESOLVED, that the Fiscal 2026 compensation paid to the Company’s named executive officers, as disclosed pursuant \nto Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative \ndiscussion, is hereby APPROVED.”\n37", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Security Ownership of Certain Beneficial Owners and Management", - "metadata": { - "length": 11489, - "summary": "This section details the security ownership of certain beneficial owners and management as of March 23, 2026. It includes a table listing shares owned by Named Executive Officers (NEOs), directors, and major stockholders like BlackRock, Inc. and Vanguard Capital Management. The data covers shares owned directly, shares issuable within 60 days, total beneficially owned shares, and the corresponding percentage of the outstanding common stock.", - "page_nums": [ - 54, - 55, - 56 - ], - "keywords": [ - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter", - "Tench Coxe", - "John O. Dabiri", - "Dawn Hudson", - "Harvey C. Jones", - "Melissa B. Lora", - "Stephen C. Neal", - "A. Brooke Seawell", - "Aarti Shah", - "Mark A. Stevens", - "BlackRock, Inc.", - "Vanguard Capital Management" - ], - "connect_to": [ - { - "target": "asset_c362e7ab-81d5-5b71-9c34-fe9a31882f21", - "relation": "embeds", - "ref": "[tables/table_page_54_1.html]" - } - ], - "page_assets": [ - { - "page_num": 54, - "artifact_ref": "page_citation_assets/page-54.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 55, - "artifact_ref": "page_citation_assets/page-55.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 56, - "artifact_ref": "page_citation_assets/page-56.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_30f7045a-4193-523c-8eef-05117a5dbe92", - "type": "page", - "content": "Executive Compensation\nCompensation Discussion and Analysis\nThis CD&A describes our Fiscal 2026 executive compensation philosophy, design, and process, and how our corporate \nresults affected the payout of performance-based awards. Our Fiscal 2026 NEOs were: Jen-Hsun Huang, President and \nCEO; Colette M. Kress, EVP and CFO; Ajay K. Puri, EVP, Worldwide Field Operations; Debora Shoquist, EVP, Operations; and \nTimothy S. Teter, EVP, General Counsel and Secretary.\nFiscal 2026 Executive Compensation Summary\nContinued Focus on Pay for Performance \nNVIDIA’s executive compensation program in Fiscal 2026 continued to be guided by a pay for performance philosophy to \nlink competitive NEO pay with our stockholders’ interests. 96% of our CEO’s and 48% of our other NEOs’ Fiscal 2026 total \ntarget pay was dependent on corporate performance. \nExecutive Pay Heavily Weighted Towards Equity Awards\nThe vast majority of our NEOs’ total target pay for Fiscal 2026 was comprised of equity awards:\n•\nSY PSUs that can be earned based on annual Non-GAAP Operating Income performance, vesting over 4 years,\n•\nMY PSUs that can be earned based on 3-year TSR performance relative to the S&P 500, vesting over 3 years, and\n•\nRSUs vesting over 4 years (for NEOs other than our CEO) \n(1) Based on total target pay as approved by the CC, consisting of annual base salary, and, assuming the Company achieves associated performance goals \nat a Base Compensation Plan level, target payout opportunity under our Variable Cash Plan and target equity opportunities the CC intended to deliver. \n(2) Reflects the average total target pay mix for our NEOs other than our CEO.\nNEOs were also eligible for variable cash awards based on annual revenue, in addition to base salary and other \ncompensation and benefits.\nKey NEO Compensation Actions for Fiscal 2026\n•\nCash Compensation Remained Constant: no changes compared to Fiscal 2025 base salary or variable cash \nopportunity\n•\nIncreased Target Equity Opportunities: increased target equity opportunities for all NEOs to recognize the \ncomplexity and scope of NEOs’ roles and responsibilities; by increasing target equity opportunities, aligned total \ntarget pay for all NEOs other than our CEO to reflect their comparable, significant contributions and impact on \ncorporate performance\n•\nContinued Increased Rigor of Performance Goals: set the Base Compensation Plan revenue goal for the Fiscal \n2026 Variable Cash Plan in line with our record Fiscal 2025 results and the Base Compensation Plan Non-GAAP \nOperating Income goal for SY PSUs granted in Fiscal 2026 in line with our corresponding Fiscal 2025 Stretch \nCompensation Plan goal\n38", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance", - "metadata": { - "length": 2671, - "summary": "This section outlines NVIDIA's Fiscal 2026 executive compensation philosophy, emphasizing a 'pay for performance' model where the majority of target pay is tied to corporate results. It details that NEOs' total target pay consists heavily of equity awards, specifically SY PSUs (based on Non-GAAP Operating Income), MY PSUs (based on TSR relative to S&P 500), and RSUs. The text also notes that NEOs were eligible for variable cash awards based on annual revenue.", - "page_nums": [ - 57 - ], - "keywords": [ - "NVIDIA", - "Fiscal 2026", - "SY PSUs", - "Non-GAAP Operating Income", - "MY PSUs", - "TSR", - "S&P 500", - "RSUs", - "NEOs" - ], - "connect_to": [ - { - "target": "asset_6fafbd00-0b06-5470-85f9-cf2b9b9f64b9", - "relation": "embeds", - "ref": "[images/image_page_57_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 57, - "artifact_ref": "page_citation_assets/page-57.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a6b95e01-2615-5e3e-be38-55c40b4cafc4", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance p57]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Executive Pay Heavily Weighted Towards Equity Awards/CEO Fiscal 2026 Target Pay Mix (1)", - "metadata": { - "length": 256, - "summary": "The section titled 'CEO Fiscal 2026 Target Pay Mix (1)' presents a horizontal bar chart detailing the composition of the CEO's total target pay for Fiscal 2026. The pay mix is broken down into four components: SY PSUs (44%), MY PSUs (44%), Variable Cash (8%), and Base Salary (4%).", - "page_nums": [ - 57 - ], - "keywords": [ - "SY PSUs", - "MY PSUs" - ], - "connect_to": [ - { - "target": "asset_6fafbd00-0b06-5470-85f9-cf2b9b9f64b9", - "relation": "related", - "ref": "[images/image_page_57_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance" - } - ], - "page_assets": [ - { - "page_num": 57, - "artifact_ref": "page_citation_assets/page-57.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7912c870-1f7c-50a4-af89-c4c59dfa9f0c", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance p57]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Executive Pay Heavily Weighted Towards Equity Awards/Other NEO Fiscal 2026 Target Pay Mix (1)(2)", - "metadata": { - "length": 256, - "summary": "This section presents a bar chart titled 'Other NEO Fiscal 2026 Target Pay Mix (1)(2)', illustrating the average total target pay composition for Non-Executive Officers (NEOs) other than the CEO. The mix is broken down into five components: SY PSUs (23%), MY PSUs (23%), RSUs (46%), Variable Cash (6%), and Base Salary (2%). Footnotes clarify that this data is based on total target pay approved by the Compensation Committee, assuming achievement of performance goals.", - "page_nums": [ - 57 - ], - "keywords": [ - "SY PSUs", - "MY PSUs", - "RSUs", - "Variable Cash", - "Base Salary" - ], - "connect_to": [ - { - "target": "asset_6fafbd00-0b06-5470-85f9-cf2b9b9f64b9", - "relation": "related", - "ref": "[images/image_page_57_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance" - } - ], - "page_assets": [ - { - "page_num": 57, - "artifact_ref": "page_citation_assets/page-57.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8f5c0dc1-16cf-59cb-8c13-0fd302eaea30", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance p57]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Key NEO Compensation Actions for Fiscal 2026", - "metadata": { - "length": 256, - "summary": "This section outlines the key compensation actions for Fiscal 2026, highlighting that cash compensation remained constant compared to Fiscal 2025. It details an increase in target equity opportunities for all NEOs to recognize their roles and responsibilities, as well as a continued increased rigor of performance goals set in line with record Fiscal 2025 results.", - "page_nums": [ - 57 - ], - "keywords": [ - "Fiscal 2026", - "NEOs", - "Fiscal 2025" - ], - "connect_to": [ - { - "target": "asset_6fafbd00-0b06-5470-85f9-cf2b9b9f64b9", - "relation": "related", - "ref": "[images/image_page_57_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance" - } - ], - "page_assets": [ - { - "page_num": 57, - "artifact_ref": "page_citation_assets/page-57.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7a490249-c582-57f7-9f76-6f8e792b3cb0", - "type": "page", - "content": "Record Performance Resulting in Maximum Payouts\nFiscal 2026 Revenue\nFiscal 2026 Non-GAAP \nOperating Income (1)\n3-Year TSR Relative to S&P 500 \n(Fiscal 2024 to 2026) (2)\nStretch Compensation Plan Goal\n$160.0 billion (3)\n$96.0 billion (3)\n75th percentile\nPerformance Achievement for \nPeriod Ended Fiscal 2026\n$215.9 billion\n$137.3 billion\n100th Percentile (1,055%)\n(1) See Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results.\n(2) Represents TSR for purposes of the MY PSU performance goal, calculated using cumulative stock price appreciation with dividends reinvested and the \naverage closing stock price for the 60 trading days preceding the start, and preceding and including the last day, of the three-year performance period.\n(3) Our original Fiscal 2026 Stretch Compensation Plan revenue goal of $190.0 billion was automatically adjusted to $160.0 billion, and our original Fiscal \n2026 Stretch Compensation Plan Non-GAAP Operating Income goal of $120.0 billion was automatically adjusted to $96.0 billion, due to the imposition of \nadditional export controls on the Company’s H20 products during the first half of Fiscal 2026. See Fiscal 2026 Compensation Actions and Achievements\n—Performance Metrics and Goals for Executive Compensation below for further discussion of these adjustments.\nAs a result of the above performance achievements, each exceeding the CC’s pre-established Stretch Compensation Plan \ngoals, our NEOs earned the maximum payouts possible for our Fiscal 2026 Variable Cash Plan, SY PSUs granted in Fiscal \n2026 (which remain subject to service-based vesting), and MY PSUs granted in Fiscal 2024.\nOur Compensation Philosophy and Practices\nNVIDIA is building a one-of-a-kind company that invents the future, builds amazing technologies, and strives to achieve \nthe highest level of craft. To achieve this vision, we must attract and retain a high-caliber executive team while balancing \nour stockholders’ interests. While our CC considers numerous factors in making executive pay decisions, our \ncompensation program is guided by the following philosophies:\n•\nPay for Performance: emphasize at-risk and performance-based cash and equity for NEOs based on multiple \ncorporate metrics\n•\nCompetitive Pay: structure competitive NEO target compensation to reflect job impact, scope, and \nresponsibilities, that attracts and retains talent\n•\nStockholder Alignment: align NEO pay with stockholders’ long-term interests and consider feedback from our \nannual stockholder engagement efforts and “say-on-pay” vote\n•\nSimplicity and Transparency: design a compensation program with simple, objective metrics\nIn this CD&A, total target pay refers to (i) an NEO’s annual base salary, (ii) target variable cash opportunity, which means \nthe potential payout under our Variable Cash Plan, assuming the Company achieves the associated performance goal at a \nBase Compensation Plan level, and (iii) target equity opportunity, which means the value of the equity opportunities \ngranted during the year that the CC intended to deliver at grant, assuming the Company achieves associated \nperformance goals at a Base Compensation Plan level.\nOur executive compensation program adheres to the following practices: \nWhat We Do\nWhat We Don’t Do\nü Emphasize at-risk, performance-based compensation, \nwith simple, objective performance goals\nü Use annual and multi-year performance targets to \ndetermine PSU awards earned\nü Set rigorous performance goals and use different \nmetrics for annual and multi-year awards\nü Require NEOs to provide continuous service for 4 years \nto fully vest in RSU awards and SY PSU awards earned \nbased on performance\nü Evaluate our program annually based on feedback from \nstockholder engagement efforts and make adjustments \nwhen appropriate\nü Mitigate compensation risks\nü Cap performance-based variable cash and PSU payouts\nü Retain an independent compensation consultant \nreporting directly to the independent CC\nü Require NEOs to maintain meaningful stock ownership\nü Maintain a clawback policy for performance-based \ncompensation\nX Enter into agreements with NEOs providing for specific \nterms of employment or severance benefits\nX Give our executive officers special change-in-control \nbenefits\nX Provide automatic equity vesting upon a change-in-\ncontrol (except for the provisions in our equity plans that \napply to all employees if an acquiring company does not \nassume or substitute our outstanding stock awards)\nX Give NEOs supplemental retirement benefits\nX Provide tax gross-ups\nX Pay dividends or the equivalent on unearned or unvested \nequity\nX Permit executive officers, employees, or directors to \nhedge their ownership of NVIDIA stock or to pledge \nNVIDIA stock as collateral for a loan (though we do allow \nparticipation in certain exchange funds for portfolio \ndiversification)\n39", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Record Performance Resulting in Maximum Payouts", - "metadata": { - "length": 4916, - "summary": "This section details the record performance achieved by NVIDIA in Fiscal 2026, which resulted in maximum payouts for executives. It presents a table comparing Stretch Compensation Plan Goals against actual Performance Achievements for Fiscal 2026 Revenue ($160.0 billion goal vs $215.9 billion), Non-GAAP Operating Income ($96.0 billion goal vs $137.3 billion), and 3-Year TSR Relative to S&P 500 (75th percentile goal vs 100th percentile). Footnotes explain adjustments to revenue and income goals due to export controls on H20 products and define the TSR calculation method. The text concludes that because these achievements exceeded stretch goals, NEOs earned maximum payouts for their Variable Cash Plan, SY PSUs, and MY PSUs.", - "page_nums": [ - 58 - ], - "keywords": [ - "NVIDIA", - "Fiscal 2026", - "S&P 500" - ], - "connect_to": [ - { - "target": "asset_1d26c655-7bcd-58f0-911f-e43c90a2d442", - "relation": "embeds", - "ref": "[tables/table_page_58_1.html]" - }, - { - "target": "asset_20e4ec64-80f0-5a3c-bee9-ce16def745ae", - "relation": "embeds", - "ref": "[images/image_page_58_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 58, - "artifact_ref": "page_citation_assets/page-58.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e720be2e-b937-515b-8897-1421ea9c9b86", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Record Performance Resulting in Maximum Payouts p58]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Our Compensation Philosophy and Practices", - "metadata": { - "length": 265, - "summary": "This section outlines NVIDIA's compensation philosophy and practices, emphasizing a 'pay for performance' approach to attract and retain top talent while aligning with stockholder interests. Key guiding principles include Pay for Performance, Competitive Pay, Stockholder Alignment, and Simplicity and Transparency. The text defines total target pay components (base salary, variable cash opportunity, and equity opportunity) and details specific executive compensation practices through two lists: 'What We Do' (e.g., using annual/multi-year targets, requiring continuous service for vesting, maintaining stock ownership) and 'What We Don't Do' (e.g., no special change-in-control benefits, no tax gross-ups, no hedging of stock).", - "page_nums": [ - 58 - ], - "keywords": [ - "NVIDIA", - "CC" - ], - "connect_to": [ - { - "target": "asset_1d26c655-7bcd-58f0-911f-e43c90a2d442", - "relation": "related", - "ref": "[tables/table_page_58_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Record Performance Resulting in Maximum Payouts" - }, - { - "target": "asset_20e4ec64-80f0-5a3c-bee9-ce16def745ae", - "relation": "related", - "ref": "[images/image_page_58_figure_2.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Record Performance Resulting in Maximum Payouts" - } - ], - "page_assets": [ - { - "page_num": 58, - "artifact_ref": "page_citation_assets/page-58.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_76b47da4-a35a-592b-8e21-073070a32bfd", - "type": "page", - "content": "How We Determine Executive Compensation\nThe CC’s oversight and decision-making for our Fiscal 2026 executive compensation program was a multi-year process:\nDecember 2024\nDecember 2024 - \nJanuary 2025\nMarch 2025\nMarch 2026\nMay 2026\nCC determined peer \ncompanies\nMembers of \nmanagement and the \nBoard, including our \nLead Director and CC \nChair, engaged in \nstockholder outreach\nCC determined \nperformance goals \nand approved target \ncompensation levels \nand PSU and RSU \ngrants, considering \nstockholder feedback \nand peer company \npractices\nCC certified \nachievement and \npayouts for Fiscal \n2026 Variable Cash \nPlan, SY PSUs \ngranted in Fiscal \n2026 and MY PSUs \ngranted in Fiscal \n2024*\nCC oversaw \ncompensation risk \nassessment; \npublished executive \ncompensation \nprogram details in \nproxy statement\n* The CC is expected to certify achievement and payouts for MY PSUs granted in Fiscal 2026 by March 2028.\nRoles of the Compensation Committee, Compensation Consultant, and Management\nThe roles of (i) our CC, (ii) our independent compensation consultant, and (iii) management, including our CEO and Finance \nand Human Resources departments, are summarized below.\nFor advice regarding our Fiscal 2026 NEO compensation program, our CC utilized Semler Brossy for its experience \nworking with our CC and with compensation committees at other technology companies. Our CC analyzed whether \nSemler Brossy’s role raised any conflict of interests, taking into consideration the following: \n•\nSemler Brossy did not provide any services directly to NVIDIA (although we paid Semler Brossy on the CC’s behalf);\n•\nThe percentage of Semler Brossy’s total revenue resulting from fees paid by us on the CC’s behalf;\n•\nSemler Brossy’s conflict of interest policies and procedures;\n•\nAny business or personal relationship between Semler Brossy and an executive officer, or between Semler Brossy’s \nindividual compensation advisors and an executive officer or any member of our CC; and \n•\nAny NVIDIA stock owned by Semler Brossy or its individual compensation advisors.\nAfter considering these factors, our CC determined that Semler Brossy’s work did not create any conflict of interests.\nOur CC reviews and approves all NEO compensation decisions, with input from Mr. Huang and Semler Brossy. At the CC’s \ndirection, Semler Brossy and management recommended a peer group for our Fiscal 2026 executive pay program, which \nthe CC approved. Semler Brossy provided data on CEO compensation from the peer group companies to inform the CC \non Mr. Huang’s compensation and management gathered peer data from the Radford Global Technology Survey, or the \nRadford Survey, to inform Mr. Huang’s recommendations for other NEOs’ compensation. The CC considered Semler \nBrossy’s advice, Mr. Huang’s recommendations, and management’s proposed Fiscal 2026 performance goals, before \nmaking its final decisions on Fiscal 2026 NEO compensation. The CC certified compensation payouts for performance \nperiods that concluded at the end of Fiscal 2026 under the Variable Cash Plan and for SY PSUs granted in Fiscal 2026 and \nMY PSUs granted in Fiscal 2024. The CC also oversaw management’s Fiscal 2026 compensation risk analysis.\nPeer Companies and Market Compensation Data\nWe believe our peers should be companies that compete with us for executive talent, have an established business, \nmarket presence, and complexity similar to NVIDIA, and are of similar size, measured by revenue or market capitalization \nat approximately 1/3 - 3.5x ours. After consulting with management, and based on Semler Brossy’s recommendation, the \nCC determined in December 2024 that the existing peer group remained appropriate for Fiscal 2026, with the following \nadjustments: (i) removing Adobe Inc., Advanced Micro Devices, Inc., and SAP SE due to their revenue and market \ncapitalization being below our target range (and also, for Adobe and SAP, because of limited direct business relevance); \nand (ii) adding Alphabet Inc., Amazon.com, Inc., Apple Inc., and Microsoft Corporation as competitors for talent with \nrevenue and market capitalization being within our target range. These changes resulted in the following Fiscal 2026 peer \ngroup: \nFiscal 2026 Peer Group\nAlphabet Inc. (GOOG)\nMeta Platforms, Inc. (META)\nAmazon.com, Inc. (AMZN)\nMicrosoft Corporation (MSFT)\nApple Inc. (AAPL)\nNetflix, Inc. (NFLX)\nBroadcom Inc. (AVGO)\nOracle Corporation (ORCL)\nCisco Systems, Inc. (CSCO)\nQualcomm Incorporated (QCOM)\nInternational Business Machines Corporation (IBM)\nSalesforce, Inc. (CRM)\nIntel Corporation (INTC)\nVisa Inc. (V)\n40", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Roles of the Compensation Committee, Compensation Consultant, and Management", - "metadata": { - "length": 4587, - "summary": "This section outlines the roles of the Compensation Committee (CC), the independent compensation consultant Semler Brossy, and management in determining Fiscal 2026 executive compensation. It details the conflict of interest analysis performed regarding Semler Brossy's engagement, confirming no conflicts existed. The text describes the collaborative process where the CC reviews decisions with input from Mr. Huang and Semler Brossy, utilizing peer group data and market surveys to inform recommendations for NEO compensation and performance goals.", - "page_nums": [ - 59 - ], - "keywords": [ - "Compensation Committee", - "Semler Brossy", - "NVIDIA", - "Mr. Huang", - "CEO", - "Finance and Human Resources departments" - ], - "connect_to": [ - { - "target": "asset_376811f8-12fc-581c-a5e1-e8f77fac2112", - "relation": "embeds", - "ref": "[images/image_page_59_figure_1.png]" - }, - { - "target": "asset_607adad8-f831-518f-a453-2135c39ea42c", - "relation": "embeds", - "ref": "[tables/table_page_59_2.html]" - } - ], - "page_assets": [ - { - "page_num": 59, - "artifact_ref": "page_citation_assets/page-59.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b2f88c6e-10c9-5364-8c07-d1089041e57a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Roles of the Compensation Committee, Compensation Consultant, and Management p59]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Peer Companies and Market Compensation Data", - "metadata": { - "length": 291, - "summary": "This page details the process for determining executive compensation for Fiscal 2026, outlining a timeline from December 2024 to May 2026 involving the Compensation Committee (CC) and management. It describes the roles of the CC, the independent consultant Semler Brossy, and management in setting goals and approving pay, while also confirming that no conflicts of interest existed with the consultant. The document concludes by defining the criteria for peer companies and listing the specific 'Fiscal 2026 Peer Group' used for market data comparison.", - "page_nums": [ - 59 - ], - "keywords": [ - "Semler Brossy", - "NVIDIA", - "Mr. Huang", - "Adobe Inc.", - "Advanced Micro Devices, Inc.", - "SAP SE", - "Alphabet Inc.", - "Amazon.com, Inc.", - "Apple Inc.", - "Microsoft Corporation", - "Meta Platforms, Inc.", - "Netflix, Inc.", - "Broadcom Inc.", - "Oracle Corporation", - "Cisco Systems, Inc.", - "Qualcomm Incorporated", - "International Business Machines Corporation", - "Salesforce, Inc.", - "Intel Corporation", - "Visa Inc." - ], - "connect_to": [ - { - "target": "asset_376811f8-12fc-581c-a5e1-e8f77fac2112", - "relation": "related", - "ref": "[images/image_page_59_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Roles of the Compensation Committee, Compensation Consultant, and Management" - }, - { - "target": "asset_607adad8-f831-518f-a453-2135c39ea42c", - "relation": "related", - "ref": "[tables/table_page_59_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Roles of the Compensation Committee, Compensation Consultant, and Management" - } - ], - "page_assets": [ - { - "page_num": 59, - "artifact_ref": "page_citation_assets/page-59.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_6923fef8-2c79-5785-8225-affe5542817a", - "type": "page", - "content": "Our CC selected each member of the peer group based on a combination of the factors described above. As a result, \nwhile some peer companies were outside our targeted size range, the CC determined they were still appropriate due to \ntheir established businesses and relevance as competitors for talent. \nTo determine our Fiscal 2026 peer group, the CC reviewed our trailing 12-month revenue (reported through our third \nquarter results for Fiscal 2025) and market capitalization as of November 2024. They compared these metrics to the 75th \npercentile, median, and 25th percentile of peer group companies, as follows:\nFor our NEOs other than our CEO, Mr. Huang reviewed market practices and compensation data from the Radford Survey \nand peer company proxy data for comparable executives before recommending their Fiscal 2026 compensation for \napproval by the CC. The CC reviewed the same information for peer companies’ CEOs, before determining the \ncomponents of our executive compensation program, as well as total compensation, for all NEOs. We compared the total \ncompensation opportunity for our NEOs and similarly situated executives at the 25th, 50th, and 75th percentiles of peer \ncompany data where available, and the CC considered the factors below in setting NEO compensation.\nFactors Used in Determining Executive Compensation\nIn addition to peer data, our CC considers the following factors in making executive compensation decisions. The weight \ngiven to each factor may differ among NEOs and each component of pay, and is subject to the CC’s sole discretion.\nü The need to attract and retain talent in a highly \ncompetitive industry\nü Each NEO’s unvested equity\nü Internal pay equity relative to similarly situated \nexecutives\nü Stockholder feedback regarding our executive pay\nü The desire for simplicity of the overall program and \ntransparency of the performance metrics\nü Our CEO’s recommendations for the NEOs other than \nhimself, including his understanding of each NEO’s \nperformance, capabilities, and contributions\nü An NEO’s past performance and anticipated future \ncontributions\nü Our CC’s independent judgment\nü Our financial performance and forecasted results, as \nwell as our prior financial performance and resulting \nimpact on our executives’ compensation\nü Our philosophy that an NEO’s total compensation \nopportunity and percentage of at-risk pay should \nincrease with responsibility\nü Changes in the scale and complexity of our business\nü The total compensation cost and the growth in such \ncost, including from executive compensation, to \nmaintain a responsible cost structure for our \ncompensation programs *\nü Each NEO’s current total compensation\nü The scope and complexity of the department(s) or \nfunction(s) the NEO manages \n* See Note 3, Stock-Based Compensation of our Form 10-K consolidated financial statements for a discussion of stock-based compensation \ncost.\nFiscal 2026 Compensation Actions and Achievements\nStockholder Outreach and Feedback\nWe value stockholder feedback and conduct an annual outreach program. In Fall 2024, in preparation for Fiscal 2026 \ncompensation decisions, we contacted our top institutional stockholders representing an aggregate ownership of 31% of \nour shares. Management and the Board, including our Lead Director, met with stockholders holding 30% of our shares to \ndiscuss a wide range of topics including executive compensation. Stockholders provided positive feedback on our linkage \nof pay and performance and shared their views on multi-year performance goals and long equity vesting terms. \n41", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation", - "metadata": { - "length": 3594, - "summary": "This section outlines the specific factors considered by the Compensation Committee (CC) when determining executive compensation for Fiscal 2026. In addition to peer data, the CC evaluates criteria such as the need to attract and retain talent in a competitive industry, stockholder feedback, internal pay equity, individual NEO performance and contributions, financial performance, business complexity, and total compensation cost structure.", - "page_nums": [ - 60 - ], - "keywords": [ - "CC", - "Radford Survey" - ], - "connect_to": [ - { - "target": "asset_0603bc6d-8f41-5422-b46e-98988b992bbe", - "relation": "embeds", - "ref": "[images/image_page_60_figure_1.png]" - }, - { - "target": "asset_68102fcf-b482-52a3-abc6-af4392b52631", - "relation": "embeds", - "ref": "[images/image_page_60_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 60, - "artifact_ref": "page_citation_assets/page-60.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a0e9d105-7fa7-57a5-b505-ebb97452e066", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation p60]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Fiscal 2026 Compensation Actions and Achievements", - "metadata": { - "length": 265, - "summary": "This section details the methodology for determining Fiscal 2026 executive compensation. It includes a comparison of NVIDIA's revenue and market capitalization against peer group percentiles (75th, median, 25th) based on trailing 12-month revenue and market cap as of November 2024. The text describes how Mr. Huang and the Compensation Committee (CC) utilized data from the Radford Survey and proxy filings to set pay for NEOs other than the CEO. Finally, it lists the specific factors considered in making compensation decisions, such as talent retention, stockholder feedback, financial performance, internal equity, and the scope of responsibilities.", - "page_nums": [ - 60 - ], - "keywords": [ - "NVIDIA", - "Mr. Huang", - "Radford Survey", - "Fiscal 2026" - ], - "connect_to": [ - { - "target": "asset_0603bc6d-8f41-5422-b46e-98988b992bbe", - "relation": "related", - "ref": "[images/image_page_60_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation" - }, - { - "target": "asset_68102fcf-b482-52a3-abc6-af4392b52631", - "relation": "related", - "ref": "[images/image_page_60_figure_2.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation" - } - ], - "page_assets": [ - { - "page_num": 60, - "artifact_ref": "page_citation_assets/page-60.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_77d068be-d50c-59f9-b4a9-800986cc5d7a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation p60]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Stockholder Outreach and Feedback", - "metadata": { - "length": 265, - "summary": "The section titled 'Stockholder Outreach and Feedback' describes the company's annual outreach program conducted in Fall 2024 to gather feedback on executive compensation decisions for Fiscal 2026. Management and the Board met with top institutional stockholders representing 31% of shares, including those holding 30%, to discuss topics such as pay-performance linkage, multi-year performance goals, and long equity vesting terms. Stockholders provided positive feedback on these areas.", - "page_nums": [ - 60 - ], - "keywords": [ - "Fiscal 2026", - "Fall 2024" - ], - "connect_to": [ - { - "target": "asset_0603bc6d-8f41-5422-b46e-98988b992bbe", - "relation": "related", - "ref": "[images/image_page_60_figure_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation" - }, - { - "target": "asset_68102fcf-b482-52a3-abc6-af4392b52631", - "relation": "related", - "ref": "[images/image_page_60_figure_2.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation" - } - ], - "page_assets": [ - { - "page_num": 60, - "artifact_ref": "page_citation_assets/page-60.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_f3ec286c-cf96-5603-a8d0-1c989c826647", - "type": "page", - "content": "In response to this feedback and considering our 92% say-on-pay approval rate for Fiscal 2024 NEO compensation, our \nCC maintained generally the same elements and performance-based metrics for Fiscal 2026, but (i) increased target \nequity opportunities for all NEOs to recognize the complexity and scope of their roles and responsibilities, (ii) by \nincreasing target equity opportunities, aligned total target pay for all NEOs other than our CEO to reflect their \ncomparable, significant contributions and impact on corporate performance, and (iii) increased the rigor of the Company’s \nperformance-based executive pay opportunities by referencing our record Fiscal 2025 results and Fiscal 2025 Stretch \nCompensation Plan goals in setting Fiscal 2026 Base Compensation Plan goals to further motivate our NEOs. Our CC \nbelieved that structuring performance-based components of our executive pay program solely around NVIDIA’s financial \nperformance goals continued to align management’s incentives with stockholder interests. \nTotal Target Compensation Approach\nIn setting Fiscal 2026 compensation, our CC reviewed each NEO’s total target pay opportunity and distribution across \nmultiple pay elements. Our CC compared Mr. Huang’s base salary, target variable cash opportunity, target total cash \nopportunity, target equity opportunity, and total target pay opportunity against chief executives at peer companies. For \nour other NEOs, Mr. Huang reviewed their total target pay against similarly situated executives at peer companies where \nthe data was available from the Radford Survey, considering internal pay equity, individual performance, unvested equity \nlevels, and the increasing complexity of their roles. These factors informed Mr. Huang’s recommendations to the CC. The \nCC also considered the factors outlined in Factors Used in Determining Executive Compensation and its compensation \nobjectives for Fiscal 2026. Rather than applying a formula or assigning specific weights to each factor, our CC used its \njudgment and experience to set total target compensation, the mix of cash and equity, and fixed and at-risk pay \nopportunities for each NEO. When setting pay elements, the CC evaluated them in the context of the levels of the other \npay elements and total target pay to ensure alignment with program objectives. The CC established amounts and \ndesigned a structure to reward NEOs with above-market value from equity awards and variable cash incentives only upon \nexceptional corporate performance. \nComponents of Pay\nThe primary components of NVIDIA’s Fiscal 2026 executive compensation program are summarized below:\nFixed \nCompensation\nAt-Risk Compensation\nBase Salary\nVariable Cash\nSY PSUs\nMY PSUs\nRSUs (1)\nForm\nCash\nCash\nEquity\nEquity\nEquity\nWho \nReceives\nNEOs\nNEOs\nNEOs\nNEOs\nNEOs (except our CEO, \nwhose equity awards \nare solely PSUs)\nPerformance \nMeasure\nN/A\nRevenue \n(determines \ncash payout)\nNon-GAAP Operating Income \n(determines number of shares \neligible to vest)\nTSR relative to the S&P 500 \n(determines number of \nshares eligible to vest)\nN/A\nPerformance \nPeriod\nN/A\n1 year\n1 year\n3 years\nN/A\nVesting \nPeriod\nN/A\nN/A\n4 years from grant\n3 years from grant\n4 years from grant\nVesting \nTerms\nN/A\nN/A\nIf at least Threshold goal achieved, \n25% on approximately the 1-year \nanniversary of the grant date; \n6.25% quarterly thereafter\nIf at least Threshold goal \nachieved, 100% on \napproximately the 3-year \nanniversary of the grant \nd t\n6.25% vests quarterly \nfrom the grant date (2)\nTimeframe \nEmphasized\nAnnual\nAnnual\nLong-term\nLong-term\nLong-term\nPurpose\nCompensate \nfor expected \nday-to-day \nperformance\nReward for \nannual \ncorporate \nfinancial \nperformance\nAlign with stockholder interests by \nlinking NEO pay to annual \noperational performance and \nongoing stock price performance \nduring the vesting period\nAlign with long-term \nstockholder interests by \nlinking NEO pay to multi-year \nrelative shareholder return \nand ongoing stock price \nperformance during the \nvesting period\nAlign with stockholder \ninterests by linking NEO \npay to ongoing stock \nprice performance\nMaximum \nAmount That \nCan Be \nEarned\nN/A\n200% of \ntarget \nopportunity \nunder our \nVariable Cash \nPlan\n150% of Mr. Huang’s SY PSU target \nopportunity and 200% of our other \nNEOs’ respective SY PSU target \nopportunity\nUltimate value delivered depends \non stock price on date earned \nshares vest\n150% of Mr. Huang’s MY PSU \ntarget opportunity and 200% \nof our other NEOs’ respective \nMY PSU target opportunity\nUltimate value delivered \ndepends on stock price on \ndate earned shares vest\n100% of grant\nUltimate value delivered \ndepends on stock price \non date shares vest\n(1) \nOur CC considers RSUs to be at-risk pay because the realized value depends on our stock price, a financial performance measure.\n(2) \nReflects vesting schedule for annual RSU grants.\nOur NEOs have insurance benefits and are eligible to participate in our ESPP and 401(k) plan on the same basis as our \nother employees. We also provide a limited set of perquisites to our NEOs from time to time. See Other Compensation \nand Benefits below for more information.\n42", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Total Target Compensation Approach", - "metadata": { - "length": 5148, - "summary": "This section outlines the methodology used by the Compensation Committee (CC) to determine Fiscal 2026 total target compensation for Named Executive Officers (NEOs). The CC reviewed individual pay elements and compared Mr. Huang's compensation against peer chief executives, while other NEOs were benchmarked against similarly situated executives using data from the Radford Survey. The process involved considering internal equity, unvested equity levels, role complexity, and specific compensation objectives rather than applying a rigid formula.", - "page_nums": [ - 61 - ], - "keywords": [ - "Fiscal 2026", - "CC", - "NEOs", - "Mr. Huang", - "Radford Survey" - ], - "connect_to": [ - { - "target": "asset_00196b00-4790-5b98-866a-308ad021121e", - "relation": "embeds", - "ref": "[tables/table_page_61_1.html]" - } - ], - "page_assets": [ - { - "page_num": 61, - "artifact_ref": "page_citation_assets/page-61.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_5709f89b-4210-5e62-99ce-87f6ee882762", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Total Target Compensation Approach p61]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay", - "metadata": { - "length": 209, - "summary": "This section outlines the primary components of NVIDIA's Fiscal 2026 executive compensation program. It features a detailed table categorizing pay into 'Fixed Compensation' (Base Salary) and 'At-Risk Compensation' (Variable Cash, SY PSUs, MY PSUs, and RSUs). The table specifies the form of payment, recipient eligibility, performance measures, timeframes, vesting terms, purpose, and maximum earnable amounts for each component.", - "page_nums": [ - 61 - ], - "keywords": [ - "NVIDIA", - "Fiscal 2026", - "NEOs", - "CEO", - "Mr. Huang", - "CC", - "Radford Survey", - "S&P 500", - "ESPP", - "401(k)" - ], - "connect_to": [ - { - "target": "asset_00196b00-4790-5b98-866a-308ad021121e", - "relation": "related", - "ref": "[tables/table_page_61_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Total Target Compensation Approach" - } - ], - "page_assets": [ - { - "page_num": 61, - "artifact_ref": "page_citation_assets/page-61.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ab2f2573-61e0-58cc-aa73-9fe41e91d162", - "type": "page", - "content": "Pay Mix Considerations\nFor Fiscal 2026, the CC decided that cash compensation for all NEOs would remain constant with Fiscal 2025 levels and \nthat the largest portion of NEOs’ total target pay would remain in the form of at-risk equity. The CC believes an emphasis \non long-term, at-risk opportunities drives results and increases NEO and stockholder alignment, while providing sufficient \nannual cash compensation to be competitive and retain our NEOs. PSUs and RSUs provide long-term incentives and \nretention benefits as PSUs require achieving predetermined performance goals, and both PSUs and RSUs are subject to \nmeaningful service-based vesting requirements (3 years for MY PSUs and 4 years for SY PSUs and RSUs).\nGiven Mr. Huang’s position as CEO, to even more tightly align his interests with stockholders, the CC determined that \n100% of his equity grants should be at-risk and performance-based. Consistent with prior years, the CC split Mr. Huang’s \ntarget equity opportunity evenly between SY PSUs (aligned with our annual corporate financial performance) and MY \nPSUs (aligned with our 3-year relative shareholder return). \nFor other NEOs, the CC maintained a proportional equity mix and granted 50% of the target equity opportunity as RSUs \nand 50% as PSUs, with the PSU portion evenly split between SY PSUs and MY PSUs. The CC determined this structure \nbalanced performance over short- and long-time horizons while providing a meaningful amount of time-vesting RSUs as a \nretention benefit.\nSetting Executive Compensation Values\nFor Fiscal 2026, the CC decided that increases to each NEO’s total target pay were appropriate in light of the scope and \ncomplexity of their roles and responsibilities.\nThe CC raised Mr. Huang’s total target pay by $3.5 million, or 11%, to $35.5 million, all in the form of equity, to align more \nclosely with the median of the updated group of peer company CEOs. The CC split the target equity increase evenly \nbetween SY PSUs and MY PSUs to balance short- and long-term performance-based awards.\nFor other NEOs, the CC decided, on Mr. Huang’s recommendation, to align their total target pay to $16 million each, to \nreflect their comparable, significant contributions and impact on corporate performance, by increasing target equity \nopportunities by $1 to $2.5 million. For these NEOs, where peer data was available, the increases resulted in their total \ncompensation approximating the 65th percentile of their respective peers. \nDetermining Equity Award Amounts\nTo determine the actual number of RSUs and target numbers of SY PSUs and MY PSUs awarded to our NEOs, the CC \ndivided the value of the target equity they intended to deliver at grant by the 30-calendar day trailing average closing \nprice of our common stock ending on the last day of the calendar month prior to the date of grant. They used this \nmethodology instead of calculating the number of shares of common stock subject to each award based on the stock \nprice on the grant date to smooth the effects of possible market volatility. The CC understands that using a historical \naverage stock price can cause the ASC 718 grant date value of an award, as required to be reported in the Summary \nCompensation Table and Grants of Plan-Based Awards Table, to be different than the intended value of the target equity \nopportunity. The CC considered various approaches to granting awards and determined the process described above was \nappropriate.\nThe target number of SY PSUs would become eligible to vest if the Company achieved Fiscal 2026 Non-GAAP Operating \nIncome at Base Compensation Plan. If the Company achieved Fiscal 2026 Non-GAAP Operating Income at Stretch \nCompensation Plan or more, the maximum SY PSUs eligible to vest would be capped at 150% of Mr. Huang’s SY PSU \ntarget equity opportunity and at 200% for other NEOs. If the Company achieved Fiscal 2026 Non-GAAP Operating \nIncome at Threshold, the minimum SY PSUs eligible to vest would be 50% of each NEO’s SY PSU target equity \nopportunity.\nThe target number of MY PSUs would become eligible to vest if the Company achieved TSR relative to the S&P 500 from \nthe start of Fiscal 2026 to the end of Fiscal 2028, or the 3-Year Relative TSR, at Base Compensation Plan. If the Company \nachieved 3-Year Relative TSR at Stretch Compensation Plan or more, the maximum MY PSUs eligible to vest would be \ncapped at 150% of Mr. Huang’s MY PSU target equity opportunity and at 200% for other NEOs. If the Company achieved \n3-Year Relative TSR at Threshold, the minimum MY PSUs eligible to vest would be 25% of each NEO’s MY PSU target \nequity opportunity.\nThe CC capped the payout for Mr. Huang’s SY PSUs and MY PSUs at 150% of his target equity awards instead of 200% \nthat applied to other NEOs because all of his Fiscal 2026 equity compensation was performance-based. With these caps, \nMr. Huang would have the same total upside potential on his equity awards as the other NEOs. However, the other NEOs \nhad 50% of their total equity awards granted as RSUs that vest based solely on continued service and therefore did not \nprovide the same upside potential.\nNo PSUs would be eligible to vest if the applicable Threshold performance level was not achieved. Any PSUs determined \nto be unearned would be cancelled.\n43", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Pay Mix Considerations", - "metadata": { - "length": 5306, - "summary": "The section outlines the compensation strategy for Fiscal 2026, where the Compensation Committee (CC) decided to maintain cash compensation levels from Fiscal 2025 while emphasizing at-risk equity. For CEO Mr. Huang, 100% of equity grants are performance-based, split evenly between Short-Year (SY) and Multi-Year (MY) Performance Share Units (PSUs). Other NEOs receive a proportional mix of 50% Restricted Stock Units (RSUs) and 50% PSUs (evenly split between SY and MY), designed to balance short- and long-term performance incentives.", - "page_nums": [ - 62 - ], - "keywords": [ - "Fiscal 2026", - "Fiscal 2025", - "Mr. Huang", - "CEO", - "CC", - "NEOs" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 62, - "artifact_ref": "page_citation_assets/page-62.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c46e68ea-0590-555e-a478-35128804d45c", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Pay Mix Considerations p62]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Setting Executive Compensation Values", - "metadata": { - "length": 215, - "summary": "This section outlines the Compensation Committee's decisions regarding total target pay for Fiscal 2026. It details a $3.5 million (11%) increase to Mr. Huang's target pay, bringing it to $35.5 million in equity, and an alignment of other NEOs' target pay to $16 million each through increases ranging from $1 million to $2.5 million.", - "page_nums": [ - 62 - ], - "keywords": [ - "Mr. Huang", - "NEOs" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 62, - "artifact_ref": "page_citation_assets/page-62.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c735e868-3641-577b-a9ac-5ff2d285cfcd", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Pay Mix Considerations p62]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Determining Equity Award Amounts", - "metadata": { - "length": 215, - "summary": "This section details the methodology for determining the actual number of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) awarded to NEOs. It explains that the Compensation Committee (CC) divided the target equity value by a 30-day trailing average stock price to smooth market volatility. The text further outlines specific vesting conditions and payout caps: SY PSUs are tied to Non-GAAP Operating Income with caps at 150% for Mr. Huang and 200% for other NEOs, while MY PSUs are based on 3-Year Relative TSR with similar caps. Additionally, it notes that Mr. Huang's total upside potential is capped at 150% due to his performance-based mix, whereas other NEOs have RSUs providing additional upside.", - "page_nums": [ - 62 - ], - "keywords": [ - "Mr. Huang", - "NEOs", - "CC", - "S&P 500" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 62, - "artifact_ref": "page_citation_assets/page-62.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_11c4b9c9-30b9-55bd-a51d-73b9062f275e", - "type": "page", - "content": "Performance Metrics and Goals for Executive Compensation\nIn March 2025, when making decisions regarding Fiscal 2026 executive compensation, the CC intended for performance \ngoals to be rigorous, uncertain, and set at levels that would motivate our NEOs. As a result, the CC set the Base \nCompensation Plan revenue goal for the Fiscal 2026 Variable Cash Plan in line with our record Fiscal 2025 results and the \nBase Compensation Plan Non-GAAP Operating Income goal for SY PSUs granted in Fiscal 2026 in line with our \ncorresponding Fiscal 2025 Stretch Compensation Plan goal. \nThe CC also considered the impact of potential regulatory actions, outside of management’s control, on the Company’s \nFiscal 2026 performance. As a result, the CC approved Stretch Compensation Plans for Fiscal 2026 revenue of $190.0 \nbillion and for Fiscal 2026 Non-GAAP Operating Income of $120.0 billion, which significantly exceeded record Fiscal 2025 \nresults and Fiscal 2025 Stretch Compensation Plan goals. However, at the time it set the Fiscal 2026 performance goals, \nthe CC also provided that the revenue and Non-GAAP Operating Income Stretch Compensation Plan goals would \nautomatically be reduced to $160.0 billion and $96.0 billion, respectively, to the extent that additional export control \nrestrictions were subsequently imposed on the Company’s H20 products within the first half of Fiscal 2026. The CC \nadopted this framework to preserve the alignment between executive compensation and Company performance in the \nevent of significant regulatory developments that could impact our financial results.\nIn April 2025, the U.S. government informed NVIDIA that a license would be required for exports of H20 products into the \nChina market. Accordingly, the Fiscal 2026 Stretch Compensation Plan goals for revenue and Non-GAAP Operating \nIncome were automatically adjusted. \nFiscal 2026 performance metrics and goals for NEO pay were as set forth below: \nPERFORMANCE METRICS\nVariable Cash Plan\nSY PSUs\nMY PSUs\nMetric\nRevenue\nNon-GAAP Operating Income\nTSR relative to the S&P 500\nTimeframe\n1 year\n1 year\n3 years\nCC’s Rationale for \nMetric\nDrives value, contributes to \nCompany’s long-term success\nFocuses on growth in new and \nexisting markets\nDistinct, separate metric from Non-\nGAAP Operating Income\nDrives value, contributes to \nCompany’s long-term success \nReflects our annual revenue \ngeneration and effective operating \nexpense management \nDistinct, separate metrics from \nrevenue\nAligns directly with long-term \nshareholder value creation\nProvides comparison of our stock \nprice performance, including \ndividends, against a capital market \nindex in which we compete\nRelative performance goal accounts \nfor macroeconomic factors impacting \nthe market\nPERFORMANCE GOALS\nVariable Cash Plan\nSY PSUs\nMY PSUs\nFiscal 2026 \nRevenue\nPayout as a % of \nTarget \nOpportunity (1)\nFiscal 2026 Non-\nGAAP Operating \nIncome (2)\nShares Eligible to \nVest as a % of \nTarget \nOpportunity (1)\nFiscal 2026 to \n2028 \n3-Year Relative \nTSR (3)\nShares Eligible to \nVest as a % of \nTarget \nOpportunity (1)\nThreshold\n$100.0 billion\n50%\n$46.0 billion\n50%\n25th percentile\n25%\nBase Compensation \nPlan \n$130.0 billion\n100%\n$71.0 billion\n100%\n50th percentile\n100%\nStretch \nCompensation Plan\n$160.0 billion (4)\n200%\n$96.0 billion (4)\nCEO 150% \nOther NEOs 200%\n75th percentile\nCEO 150% \nOther NEOs 200%\n(1)\nFor achievement between Threshold and Base Compensation Plan, or alternatively between Base Compensation Plan and Stretch Compensation Plan, \npayouts would be determined using straight-line interpolation. Achievement less than Threshold would result in no payout, and achievement exceeding \nStretch Compensation Plan would result in the capped maximum payout.\n(2)\nSee Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results.\n(3)\nMY PSUs granted in Fiscal 2026 cover the Fiscal 2026 to Fiscal 2028 performance period. MY PSUs covering the Fiscal 2024 to Fiscal 2026 \nperformance period were granted in Fiscal 2024 and consist of the same performance goal structure and payout opportunities.\n(4)\nOur original Fiscal 2026 Stretch Compensation Plan revenue goal of $190.0 billion was automatically adjusted to $160.0 billion, and our original Fiscal \n2026 Stretch Compensation Plan Non-GAAP Operating Income goal of $120.0 billion was automatically adjusted to $96.0 billion, due to the imposition \nof additional export controls on the Company’s H20 products during the first half of Fiscal 2026.\nEach of the performance goal levels described above were set by the CC with the following objectives: \n•\nThreshold was uncertain, but attainable and high enough to create value; represented an appropriately decelerated \npayout for performance below Base Compensation Plan.\n•\nBase Compensation Plan was uncertain, but attainable with significant effort and execution success; included \nbudgeted investments in future businesses and revenue growth considering macroeconomic conditions and \nreasonable but challenging growth estimates for ongoing and new businesses.\n44", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Performance Metrics and Goals for Executive Compensation", - "metadata": { - "length": 5113, - "summary": "This page details the performance metrics and goals established by the Compensation Committee (CC) for executive compensation in Fiscal 2026. It explains how regulatory actions, specifically export control restrictions on H20 products to China, led to automatic adjustments of revenue and operating income stretch goals from $190 billion/$120 billion down to $160 billion/$96 billion. The document includes two tables outlining specific targets for the Variable Cash Plan, SY PSUs, and MY PSUs across Threshold, Base, and Stretch levels.", - "page_nums": [ - 63 - ], - "keywords": [ - "NVIDIA", - "U.S. government", - "China", - "S&P 500" - ], - "connect_to": [ - { - "target": "asset_574cb148-e453-5233-b226-29e484e4f855", - "relation": "embeds", - "ref": "[tables/table_page_63_1.html]" - }, - { - "target": "asset_de17385d-ad8f-58e4-ae17-8e8822d2935e", - "relation": "embeds", - "ref": "[tables/table_page_63_2.html]" - } - ], - "page_assets": [ - { - "page_num": 63, - "artifact_ref": "page_citation_assets/page-63.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_4868670a-2b53-546b-99de-905fafa149b9", - "type": "page", - "content": "•\nStretch Compensation Plan required exceptional achievement; only possible with strong market factors and a very \nhigh level of management execution and corporate performance; for Fiscal 2026, included an automatic \nadjustment in the event of additional export controls on the Company’s H20 products in the first half of the fiscal \nyear to preserve the alignment between executive compensation and Company performance in the event of \nsignificant regulatory developments outside of management’s control.\nFiscal 2026 Performance Achievement\nAs a result of record performance on strength across all market platforms, led by Data Center demand for our Blackwell \narchitecture and across a diverse and expanding set of customers including cloud providers, hyperscalers, AI model \nmakers, enterprises, startups and sovereigns, revenue and Non-GAAP Operating Income for Fiscal 2026 exceeded their \nrespective Stretch Compensation Plan goals, even when compared to the original Stretch Compensation Plan goals prior \nto the automatic adjustments described above. Our Fiscal 2024 to Fiscal 2026 3-year TSR relative to the S&P 500 also \nexceeded its Stretch Compensation Plan goal. \nIn March 2026, the CC certified the Company’s performance achievement with the following payouts:\nPERFORMANCE ACHIEVEMENT AND PAYOUTS\nVariable Cash Plan\nSY PSUs\nMY PSUs (1)\nPerformance \nAchievement for Period \nEnded Fiscal 2026 (2)\n$215.9 billion \nrevenue\n$137.3 billion \nNon-GAAP Operating Income (3)\n100th percentile \n3-year TSR relative to S&P 500 \n(1,055%)\nPayout as % of Target \nOpportunity\n200%\nCEO 150% \nOther NEOs 200% (4)\nCEO 150% \nOther NEOs 200% (5)\n(1)\nRepresents performance achievement and payout of MY PSUs granted in Fiscal 2024, with a performance period measured from the start of Fiscal \n2024 to the end of Fiscal 2026.\n(2)\nRevenue is GAAP revenue, as the Company reports in its SEC filings. Non-GAAP Operating Income is GAAP operating income, as the Company reports \nin its SEC filings, excluding stock-based compensation expense, acquisition-related and other costs, and other. Consistent with prior years, 3-year TSR \nfor purposes of the MY PSUs represents cumulative stock price appreciation, with dividends reinvested, and is measured based on the average closing \nstock price for the 60 trading days preceding the start, and preceding and including the last day, of the 3-year performance period. This averaging \nperiod mitigates the impact of one-day or short-term stock price fluctuations at the beginning or end of the performance period.\n(3)\nSee Reconciliation of Non-GAAP Financial Measures below for a reconciliation between the non-GAAP financial measures and GAAP results.\n(4)\n25% of the eligible SY PSUs vested on March 18, 2026, approximately one year after grant, and 6.25% will vest every quarter thereafter for the next \nthree years subject to the NEO’s continued service to the Company.\n(5)\n100% of the eligible MY PSUs granted in Fiscal 2024 vested on March 18, 2026.\nAchievement of goals for MY PSUs granted during Fiscal 2025 and Fiscal 2026 will be determined after the applicable \nperformance periods conclude in January 2027 and January 2028, respectively.\nFiscal 2026 Target Compensation Actions and Performance-Based Payouts\nThe CC’s target Fiscal 2026 compensation actions are summarized below for each NEO, reflecting the target variable cash \nand intended value of the target equity opportunities, as well as the variable cash earned and PSUs that became eligible \nto vest. \nThe CC considered the factors set forth in Factors Used in Determining Executive Compensation above to set total target \npay opportunity for each NEO, which are described in Fiscal 2026 Compensation Actions and Achievements - Setting \nExecutive Compensation Values above.\nThe intended values of the target equity opportunities presented in the tables below are equal to the number of shares \nunderlying each NEO’s equity awards granted in Fiscal 2026, calculated by assuming achievement at Base Compensation \nPlan for PSUs, multiplied by the 30-day trailing average closing price of our common stock that the CC used in approving \nsuch equity awards, as described above in Determining Equity Award Amounts. These values differ from those reported in \nthe Summary Compensation Table and Grants of Plan-Based Awards Table, which, in accordance with SEC rules, reflect \nthe ASC 718 grant date fair value of each NEO’s equity awards based on the single day closing price of our common stock \non the date of grant and, for PSUs, assuming a probable outcome of the applicable performance conditions.\n45", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Performance Achievement", - "metadata": { - "length": 4601, - "summary": "This section details the Fiscal 2026 performance achievement, noting record results across market platforms driven by Blackwell architecture and Data Center demand. It states that revenue and Non-GAAP Operating Income exceeded Stretch Compensation Plan goals, as did the 3-year TSR relative to the S&P 500. A table titled 'Performance Achievement and Payouts' outlines specific metrics for the Variable Cash Plan ($215.9 billion revenue), SY PSUs ($137.3 billion Non-GAAP Operating Income), and MY PSUs (100th percentile 3-year TSR). The section also lists payout percentages for the CEO and Other NEOs, along with footnotes explaining the financial measures and vesting schedules.", - "page_nums": [ - 64 - ], - "keywords": [ - "Blackwell", - "Data Center", - "S&P 500", - "SEC" - ], - "connect_to": [ - { - "target": "asset_5127edd6-df91-5f05-8c29-f91a70ae5ca6", - "relation": "embeds", - "ref": "[tables/table_page_64_1.html]" - } - ], - "page_assets": [ - { - "page_num": 64, - "artifact_ref": "page_citation_assets/page-64.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c092390d-d472-5a16-b2fb-6ad08930d06f", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Performance Achievement p64]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts", - "metadata": { - "length": 210, - "summary": "This section outlines the Company's target Fiscal 2026 compensation actions for Named Executive Officers (NEOs). It details how the Compensation Committee (CC) determined total target pay opportunities based on factors used in executive compensation decisions. The text explains that the intended values of target equity opportunities are calculated using the number of shares underlying awards granted in Fiscal 2026, assuming Base Compensation Plan achievement, and multiplied by the 30-day trailing average closing stock price. It also clarifies that these values differ from those reported in the Summary Compensation Table due to SEC rules regarding ASC 718 grant date fair value.", - "page_nums": [ - 64 - ], - "keywords": [ - "Fiscal 2026", - "Named Executive Officers", - "Compensation Committee", - "SEC", - "Summary Compensation Table", - "Grants of Plan-Based Awards Table" - ], - "connect_to": [ - { - "target": "asset_5127edd6-df91-5f05-8c29-f91a70ae5ca6", - "relation": "related", - "ref": "[tables/table_page_64_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Performance Achievement" - } - ], - "page_assets": [ - { - "page_num": 64, - "artifact_ref": "page_citation_assets/page-64.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_acfaeaf4-9142-52d2-b20e-693f7c7da726", - "type": "page", - "content": "Jen-Hsun Huang\nPresident & CEO\nTarget Pay ($)\nFiscal 2026 Compensation Actions\nFiscal 2026 Performance-Based Payouts\nBase Salary\n \n1,500,000 \nFlat with Fiscal 2025\nVariable Cash\n \n3,000,000 \nFlat with Fiscal 2025\nFiscal 2026 revenue exceeded Stretch Compensation Plan \ngoal, resulting in 200% payout under Variable Cash Plan \n($6,000,000) \n Cash\n \n4,500,000 \nFlat with Fiscal 2025\nSY PSUs\n \n15,500,000 \nUp $1.8 million, or 13%, from Fiscal 2025 \ntarget, resulting in 119,607 shares target \nopportunity granted in Fiscal 2026\nFiscal 2026 Non-GAAP Operating Income exceeded Stretch \nCompensation Plan goal, resulting in 150% of target \nopportunity (179,411 shares) becoming eligible to vest\nMY PSUs\n \n15,500,000 \nUp $1.8 million, or 13%, from Fiscal 2025 \ntarget, resulting in 119,607 shares target \nopportunity granted in Fiscal 2026\nFiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs \ngranted in Fiscal 2024 achieved at Stretch Compensation \nPlan level, resulting in 150% of target opportunity (757,360 \nshares) becoming eligible to vest\n Equity\n \n31,000,000 \nUp $3.5 million, or 13%, from Fiscal 2025 \ntarget\nTOTAL\n \n35,500,000 \nUp $3.5 million, or 11%, from Fiscal 2025 \ntarget\nColette M. Kress\nEVP & CFO\nTarget Pay ($)\nFiscal 2026 Compensation Actions\nFiscal 2026 Performance-Based Payouts\nBase Salary\n \n900,000 \nFlat with Fiscal 2025\nVariable Cash\n \n300,000 \nFlat with Fiscal 2025\nFiscal 2026 revenue exceeded Stretch Compensation Plan \ngoal, resulting in 200% payout under Variable Cash Plan \n($600,000)\n Cash\n \n1,200,000 \nFlat with Fiscal 2025\nSY PSUs\n \n3,699,807 \nUp $0.2 million, or 7%, from Fiscal 2025 \ntarget, resulting in 28,550 shares target \nopportunity granted in Fiscal 2026\nFiscal 2026 Non-GAAP Operating Income exceeded Stretch \nCompensation Plan goal, resulting in 200% of target \nopportunity (57,100 shares) becoming eligible to vest\nMY PSUs\n \n3,699,807 \nUp $0.2 million, or 7%, from Fiscal 2025 \ntarget, resulting in 28,550 shares target \nopportunity granted in Fiscal 2026\nFiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs \ngranted in Fiscal 2024 achieved at Stretch Compensation \nPlan level, resulting in 200% of target opportunity (49,560 \nshares) becoming eligible to vest\nRSUs\n \n7,400,386 \nUp $0.5 million, or 7%, from Fiscal 2025, \nresulting in 57,106 shares granted in Fiscal \n2026\n Equity\n \n14,800,000 \nUp $1.0 million, or 7%, from Fiscal 2025 \ntarget\nTOTAL\n \n16,000,000 \nUp $1.0 million, or 7%, from Fiscal 2025 \ntarget\nAjay K. Puri\nEVP, Worldwide Field \nOperations\nTarget Pay ($)\nFiscal 2026 Compensation Actions\nFiscal 2026 Performance-Based Payouts\nBase Salary\n \n950,000 \nFlat with Fiscal 2025\nVariable Cash\n \n650,000 \nFlat with Fiscal 2025\nFiscal 2026 revenue exceeded Stretch Compensation Plan \ngoal, resulting in 200% payout under Variable Cash Plan \n($1,300,000)\n Cash\n \n1,600,000 \nFlat with Fiscal 2025\nSY PSUs\n \n3,600,000 \nUp $0.3 million, or 7%, from Fiscal 2025 \ntarget, resulting in 27,779 shares target \nopportunity granted in Fiscal 2026\nFiscal 2026 Non-GAAP Operating Income exceeded Stretch \nCompensation Plan goal, resulting in 200% of target \nopportunity (55,558 shares) becoming eligible to vest\nMY PSUs\n \n3,600,000 \nUp $0.3 million, or 7%, from Fiscal 2025 \ntarget, resulting in 27,779 shares target \nopportunity granted in Fiscal 2026\nFiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs \ngranted in Fiscal 2024 achieved at Stretch Compensation \nPlan level, resulting in 200% of target opportunity (47,720 \nshares) becoming eligible to vest\nRSUs\n \n7,200,000 \nUp $0.5 million, or 7%, from Fiscal 2025, \nresulting in 55,559 shares granted in Fiscal \n2026\n Equity\n \n14,400,000 \nUp $1.0 million, or 7%, from Fiscal 2025 \ntarget\nTOTAL\n \n16,000,000 \nUp $1.0 million, or 7%, from Fiscal 2025 \ntarget\n46", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts/Jen-Hsun Huang", - "metadata": { - "length": 3782, - "summary": "The section details the Fiscal 2026 compensation for Jen-Hsun Huang, President & CEO. It outlines his target pay of $35,500,000, broken down into cash ($4,500,000) and equity ($31,000,000). The table specifies that his base salary and variable cash components remain flat with Fiscal 2025 levels. However, his performance-based payouts resulted in significant increases: a 200% payout on the Variable Cash Plan due to revenue exceeding goals, and 150% vesting opportunities for both SY PSUs and MY PSUs based on Non-GAAP Operating Income and Relative TSR metrics.", - "page_nums": [ - 65 - ], - "keywords": [ - "Jen-Hsun Huang", - "President & CEO" - ], - "connect_to": [ - { - "target": "asset_e7e90da9-3d3c-517c-b78d-f408e3b1f46c", - "relation": "embeds", - "ref": "[tables/table_page_65_1.html]" - }, - { - "target": "asset_880a17c0-ee37-5e02-8f7c-8b0573d39be7", - "relation": "embeds", - "ref": "[tables/table_page_65_2.html]" - }, - { - "target": "asset_01e254fd-a294-5ab0-a665-3610a1aeebdd", - "relation": "embeds", - "ref": "[tables/table_page_65_3.html]" - } - ], - "page_assets": [ - { - "page_num": 65, - "artifact_ref": "page_citation_assets/page-65.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_26de544d-05ca-5ca6-b94f-0d7e9f39a493", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts/Jen-Hsun Huang p65]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts/Colette M. Kress", - "metadata": { - "length": 259, - "summary": "The section details the Fiscal 2026 compensation plan for Colette M. Kress, EVP & CFO. It outlines her target pay components including a base salary of $900,000 and variable cash of $300,000. The table specifies that fiscal 2026 revenue exceeded goals, resulting in a 200% payout for the Variable Cash Plan ($600,000). Additionally, it lists equity awards such as SY PSUs, MY PSUs, and RSUs with their respective target values and performance conditions related to Non-GAAP Operating Income and Relative TSR.", - "page_nums": [ - 65 - ], - "keywords": [ - "Colette M. 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Teter\nEVP, General Counsel \n& Secretary\nTarget Pay ($)\nFiscal 2026 Compensation Actions\nFiscal 2026 Performance-Based Payouts\nBase Salary\n \n850,000 \nFlat with Fiscal 2025\nVariable Cash\n \n250,000 \nFlat with Fiscal 2025\nFiscal 2026 revenue exceeded Stretch Compensation Plan \ngoal, resulting in 200% payout under Variable Cash Plan \n($500,000)\n Cash\n \n1,100,000 \nFlat with Fiscal 2025\nSY PSUs\n \n3,725,000 \nUp $0.6 million, or 20%, from Fiscal 2025 \ntarget, resulting in 28,744 shares target \nopportunity granted in Fiscal 2026\nFiscal 2026 Non-GAAP Operating Income exceeded Stretch \nCompensation Plan goal, resulting in 200% of target \nopportunity (57,488 shares) becoming eligible to vest\nMY PSUs\n \n3,725,000 \nUp $0.6 million, or 20%, from Fiscal 2025 \ntarget, resulting in 28,744 shares target \nopportunity granted in Fiscal 2026\nFiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs \ngranted in Fiscal 2024 achieved at Stretch Compensation \nPlan level, resulting in 200% of target opportunity (40,840 \nshares) becoming eligible to vest\nRSUs\n \n7,450,000 \nUp $1.3 million, or 20%, from Fiscal 2025, \nresulting in 57,489 shares granted in Fiscal \n2025\n Equity\n \n14,900,000 \nUp $2.5 million, or 20%, from Fiscal 2025 \ntarget\nTOTAL\n \n16,000,000 \nUp $2.5 million, or 19%, from Fiscal 2025 \ntarget\nAdditional Executive Compensation Practices, Policies, and Procedures \nOther Compensation and Benefits\nWhen evaluating potential perquisites for our executives, we consider many factors, including the cost to NVIDIA relative \nto the anticipated business benefit, perceived value to our executives, peer data, as well as corporate governance \nconsiderations. \nDue to the exceptionally high public profile and prominence of our CEO, and in accordance with the Board-approved, \nindependently-assessed executive security program, NVIDIA provides Mr. Huang and his family members with \ncomprehensive security protection. In Fiscal 2026, these security arrangements included (i) residential security, security \nduring personal travel, consultation fees, and driver services, (ii) security monitoring, (iii) car expenses, and (iv) travel on \nprivate aircraft for all business and occasional personal travel, in each case due to a bona fide business-oriented security \nconcern. The CC annually oversees the nature and cost of executive security measures. \nWe do not consider these security arrangements to be personal benefits because they arise from Mr. Huang’s duties and \nresponsibilities and are required by the Board’s executive security program. Furthermore, we believe these arrangements \nand costs are reasonable, necessary and in the best interests of NVIDIA and its stockholders, as they enable Mr. Huang to \nfocus on his duties and responsibilities to the Company while reducing security threats and mitigating risks to our \nbusiness. However, for transparency, we have reported the aggregate incremental costs to NVIDIA for personal security \narrangements in the “All Other Compensation” column of the Summary Compensation Table below.\nPrivate aircraft arranged by the Company is intended for Mr. Huang’s business travel. Other employees, including our \nother NEOs, who are also traveling for the same business may accompany Mr. Huang on board. On those flights, we also \nallow Mr. Huang and any accompanying NVIDIA employee to bring guests. The flights taken by personal guests may be \ndeemed to be a personal benefit for our NEOs, though at no or de minimis incremental cost to us. Nevertheless, any \nassociated aggregate incremental costs incurred by NVIDIA are included in the “All Other Compensation” column of the \nSummary Compensation Table below. Our NEOs recognize imputed taxable income with respect to any such flights taken \n47", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Other Compensation and Benefits", - "metadata": { - "length": 5060, - "summary": "The page details the Fiscal 2026 compensation packages for two executives: Debora Shoquist (EVP, Operations) and Timothy S. Teter (EVP, General Counsel & Secretary). Both have identical target pay structures totaling $16,000,000, with specific breakdowns for base salary, variable cash, and equity components like PSUs and RSUs. The document also outlines additional executive compensation practices, specifically focusing on security arrangements and private aircraft usage provided to Mr. Huang.", - "page_nums": [ - 66 - ], - "keywords": [ - "Debora Shoquist", - "Timothy S. 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To the extent Mr. Huang has \npersonal travel on NVIDIA-arranged private aircraft, he fully reimburses the Company for associated incremental costs. \nAs a result, we incur no incremental costs from Mr. Huang’s personal air travel. \nWe also provide medical, vision, dental, and accidental death and disability insurance, matches for health savings account \ncontributions, as well as paid time off and holidays, for our NEOs on the same basis as our other employees. Our NEOs \nmay participate, also on the same basis as our other employees, in our ESPP (unless prohibited by Internal Revenue \nService rules) and our 401(k) plan, which included an annual Company match of up to $11,500. We believe these benefits \nare consistent with those offered by our peer companies with whom we compete for executive talent. \nIn Fiscal 2026, we did not provide any other perquisites or personal benefits to our NEOs.\nEquity Grant Timing Practices\nThe CC approves all equity award grants to our executive officers on or before the grant date. Typically, the CC \ncompletes its annual executive compensation review, sets performance goals and target compensation, and grants equity \nawards in March. This process is described in How We Determine Executive Compensation above. On occasion, the CC \nmay grant equity awards outside of our annual cycle for new hires, promotions, recognition, retention or other purposes. \nWhile the CC has discretionary authority to approve such awards, it does not have a practice or policy of granting equity \nawards in anticipation of the release of material non-public information. In Fiscal 2026, we did not time the release of \nmaterial non-public information in coordination with equity award grants in a manner that intentionally benefits the value \nof our executive compensation.\nStock Ownership Guidelines\nThe Board believes that executive officers should hold a meaningful equity interest in NVIDIA. Since June 2024, our \nCorporate Governance Policies require the CEO to hold shares valued at ten times his base salary, and our other NEOs to \nhold shares valued at three times their respective base salaries. Shares that count toward the ownership guidelines \ninclude shares held in trust, and shares held by immediate family members, but not unvested equity awards. NEOs have \nup to five years from appointment to reach their ownership threshold. These guidelines are intended to align NEO \ninterests with stockholder interests. Each NEO currently exceeds the stock ownership requirements. \nCompensation Recovery Policy\nWe have maintained a Compensation Recovery Policy since 2009, and amended it in 2023 to comply with Nasdaq’s listing \nstandards. Our policy requires the Company to recover certain incentive compensation from current or former executive \nofficers in connection with certain restatements of financial statements, if the compensation exceeds the amount that \nthe officers would have received based on the restated financial statements, subject to limited exceptions. \nTax and Accounting Implications\nUnder Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per year \nis generally non-deductible. The CC considers various factors when making its decisions and retains flexibility to provide \nnon-deductible compensation if consistent with the Company’s executive compensation program goals and the best \ninterests of the Company and its stockholders. The CC may also modify compensation that was initially intended to be \nexempt from the deduction limit if the modifications are consistent with the Company’s business needs. The CC also \nconsiders the impact of Section 409A of the Internal Revenue Code and strives to avoid possible adverse tax \nconsequences.\nAdditionally, under ASC 718, the Company records share-based compensation expense for equity compensation over the \nvesting period of the award.\nReconciliation of Non-GAAP Financial Measures\nA reconciliation between our GAAP operating income and non-GAAP operating income is as follows (in millions):\nFiscal 2026\nFiscal 2025\nGAAP operating income\n$130,387\n$81,453\nStock-based compensation expense\n6,386\n4,737\nAcquisition-related and other costs\n471\n602\nOther\n56\n(3)\nNon-GAAP Operating Income\n$137,300\n$86,789\nWe believe these non-GAAP financial measures enhance stockholders’ overall understanding of our historical financial \nperformance. The presentation of our non-GAAP financial measures is not meant to be considered in isolation nor as a \nsubstitute for our financial results prepared in accordance with GAAP, and our non-GAAP financial measures may be \ndifferent from non-GAAP financial measures used by other companies. \n48", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Equity Grant Timing Practices", - "metadata": { - "length": 4790, - "summary": "The section outlines the timing practices for equity grants, noting that the Compensation Committee (CC) typically approves annual awards in March following executive compensation reviews. 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The table details adjustments made to GAAP operating income, including stock-based compensation expense, acquisition-related and other costs, and other items, to arrive at the final Non-GAAP Operating Income. 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In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with \nmanagement the Compensation Discussion and Analysis included in this proxy statement.\nIn reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board of \nDirectors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K of NVIDIA for \nthe year ended January 25, 2026 and in this proxy statement.\nCompensation Committee\nDawn Hudson, Tench Coxe, John O. Dabiri, Aarti Shah and Mark Stevens\nRisk Analysis of Our Compensation Plans\nUnder CC oversight, management assessed the Company’s Fiscal 2026 overall compensation programs and policies to \nidentify any resulting potential material risks. The assessment focused on programs with payout variability and \nparticipants’ ability to directly affect payout and related controls—specifically, the Company’s variable cash \ncompensation, equity compensation, and sales incentive compensation programs. The review identified key program \nterms and risks, and specific risk mitigation features.\nThe CC considered these findings and concluded that our compensation programs, which are structured to recognize \nboth short-term and long-term contributions to the Company, do not create risks which are reasonably likely to have a \nmaterial adverse effect on our business or financial condition. \nThe CC believes that the following compensation design features mitigate against risk: \nü Our compensation program encourages our employees to remain focused on both our short-term and long-term \ngoals, and balances incentives by using a mix of base salary and variable pay\nü We design our variable cash and PSU compensation programs for executives so that payouts are based on \nachievement of various corporate performance targets to balance upside opportunity and downside risk, and we \ncap the potential award payout\nü We have internal controls over our financial accounting and reporting which are used to measure and determine the \neligible compensation awards under our Variable Cash Plan and our SY PSUs\nü Financial plan target goals and final awards under our Variable Cash Plan and SY PSUs are approved by the CC\nü MY PSUs are designed with a relative goal\nü We have a compensation recovery policy applicable to executive officers that requires NVIDIA to recover certain \nincentive compensation paid in connection with certain accounting restatements\nü The CC monitors burn rate\nü All executive officer equity awards have multi-year vesting\nü We have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ \ninterests with those of our stockholders\nü Our insider trading policy prohibits hedging, pledging, using margin accounts, and trading in derivatives involving \nour common stock, which prevents our employees from insulating themselves from the effects of NVIDIA stock \nprice performance\n49", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Committee Report", - "metadata": { - "length": 3158, - "summary": "The Compensation Committee Report outlines the oversight responsibilities of the Compensation Committee of NVIDIA's Board of Directors regarding compensation programs. It details the committee's review and discussion with management, leading to a recommendation for inclusion in the Annual Report on Form 10-K and the proxy statement for the year ended January 25, 2026. The section concludes by listing the members of the Compensation Committee.", - "page_nums": [ - 68 - ], - "keywords": [ - "Compensation Committee", - "Board of Directors", - "NVIDIA", - "Dawn Hudson", - "Tench Coxe", - "John O. Dabiri", - "Aarti Shah", - "Mark Stevens" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 68, - "artifact_ref": "page_citation_assets/page-68.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_58f2395a-d756-5f5f-8d02-24bf79a9bc76", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Committee Report p68]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Risk Analysis of Our Compensation Plans", - "metadata": { - "length": 167, - "summary": "This section details the Compensation Committee's (CC) assessment of NVIDIA's Fiscal 2026 compensation programs to identify potential material risks. The review focused on variable cash, equity, and sales incentive plans, concluding that they do not create risks likely to have a material adverse effect on the business. The text lists specific design features intended to mitigate risk, including balanced incentives, performance-based payouts with caps, internal controls over financial reporting, recovery policies for accounting restatements, multi-year vesting, stock ownership guidelines, and prohibitions against hedging or pledging company stock.", - "page_nums": [ - 68 - ], - "keywords": [ - "NVIDIA", - "Compensation Committee", - "Board of Directors", - "Fiscal 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 68, - "artifact_ref": "page_citation_assets/page-68.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b0918b35-2986-58b5-ba94-d7bad7588bd1", - "type": "page", - "content": "Summary Compensation Table for Fiscal 2026, 2025, and 2024\nThe following table summarizes information regarding the compensation earned by our NEOs during Fiscal 2026, 2025, \nand 2024. Fiscal 2026, 2025, and 2024 were 52-week years. \nName and Principal \nPosition\nFiscal\nYear\nSalary\n($)\nStock\nAwards \n($) (1)\nNon-Equity Incentive \nPlan Compensation\n($) (2)\nAll Other\nCompensation\n($)\nTotal\n($) (3)\nJen-Hsun Huang\n2026\n \n1,497,627 \n \n24,800,511 \n \n6,000,000 \n \n4,045,691 (4)\n \n36,343,830 \nPresident and CEO\n2025\n \n1,486,199 \n \n38,811,306 \n \n6,000,000 \n \n3,568,746 \n \n49,866,251 \n2024\n \n996,514 \n \n26,676,415 \n \n4,000,000 \n \n2,494,973 \n \n34,167,902 \nColette M. Kress\n2026\n \n898,577 \n \n12,825,872 \n \n600,000 \n \n16,402 (5)\n \n14,340,850 \nEVP and CFO\n2025\n \n893,739 \n \n19,849,891 \n \n600,000 \n \n18,902 \n \n21,362,532 \n2024\n \n896,863 \n \n11,756,027 \n \n600,000 \n \n13,902 \n \n13,266,792 \nAjay K. Puri\n2026\n \n948,497 \n \n12,478,989 \n \n1,300,000 \n \n49,840 (5)\n \n14,777,327 \nEVP, Worldwide Field \nOperations\n2025\n \n943,391 \n \n19,277,046 \n \n1,300,000 \n \n70,460 \n \n21,590,897 \n2024\n \n946,689 \n \n11,320,353 \n \n1,300,000 \n \n48,408 \n \n13,615,450 \nDebora Shoquist\n2026\n \n848,656 \n \n12,912,487 \n \n500,000 \n \n33,567 (5)\n \n14,294,710 \nEVP, Operations\n2025\n \n844,087 \n \n17,838,832 \n \n500,000 \n \n34,984 \n \n19,217,903 \n2024\n \n847,037 \n \n9,687,599 \n \n500,000 \n \n24,229 \n \n11,058,865 \nTimothy S. Teter\n2026\n \n848,656 \n \n12,912,487 \n \n500,000 \n \n15,240 (5)\n \n14,276,382 \nEVP, General Counsel and \nSecretary\n2025\n \n844,087 \n \n17,838,832 \n \n500,000 \n \n18,902 \n \n19,201,821 \n2024\n \n847,037 \n \n9,687,599 \n \n500,000 \n \n13,902 \n \n11,048,538 \n(1)\nAmounts shown do not reflect dollar amounts actually received by the NEO, and may not reconcile to corresponding amounts presented in other tables \ndue to differences in rounding. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with ASC 718 for the \nrespective fiscal year for grants of RSUs, SY PSUs, and MY PSUs, as applicable. The assumptions used in the calculation of values of the awards are set \nforth under Note 3 to our consolidated financial statements titled Stock-Based Compensation in our Form 10-K. The reported grant date fair value \nstock awards with performance-based vesting conditions assumes the probable outcome of the conditions at Base Compensation Plan for SY PSUs \nand MY PSUs, determined in accordance with applicable accounting standards.\nAssuming Stretch Compensation Plan performance for SY PSUs and MY PSUs granted in each of Fiscal 2026, 2025, and 2024, and a stock price equal \nto the grant date fair value of the SY PSUs and MY PSUs, the value of stock awards would be:\nJen-Hsun Huang\nColette M. Kress\nAjay K. Puri\nDebora Shoquist\nTimothy S. Teter\nFiscal \nYear\nSY PSU\n($)\nMY PSU\n($)\nSY PSU\n($)\nMY PSU\n($)\nSY PSU\n($)\nMY PSU\n($)\nSY PSU\n($)\nMY PSU\n($)\nSY PSU\n($)\nMY PSU\n($)\n2026\n 19,166,424 \n 18,034,343 \n 6,099,993 \n 7,350,483 \n 5,935,261 \n 7,151,981 \n 6,141,443 \n 7,400,430 \n 6,141,443 \n 7,400,430 \n2025\n 25,046,748 \n 33,170,211 \n 8,377,781 \n 14,564,690 \n 8,136,366 \n 14,144,993 \n 7,529,332 \n 13,089,669 \n 7,529,332 \n 13,089,669 \n2024\n 23,130,937 \n 22,666,270 \n 15,613,188 \n 1,937,350 \n 15,034,811 \n 1,865,423 \n 12,866,300 \n 1,596,476 \n 12,866,300 \n 1,596,476 \n(2)\nAs applicable, reflects amounts earned in Fiscal 2026, 2025, and 2024 and paid in March or April of the fiscal year immediately following each \nrespective year pursuant to the respective Variable Cash Plan. For further information, please see our CD&A above.\n(3)\nDue to rounding, numbers presented may not sum precisely to the totals provided.\n(4)\nReflects (a) the aggregate incremental costs to the Company of residential security, security during personal travel, and consultation fees and driver \nservices (in the amount of $3,975,533, reflecting the full cost to the Company), security monitoring services, car expenses, and Mr. Huang’s personal \nguests who accompanied him during business travel on private aircraft, though at no or de minimis incremental cost to us, (b) a $11,500 match of \ncontributions to our 401(k) savings plan, and (c) $21,904 in life insurance premiums. The 401(k) contribution match and insurance coverage are \navailable to all eligible NVIDIA employees. \n(5)\nIncludes matches of contributions to our 401(k) savings plan and imputed income from life insurance coverage. These benefits are available to all \neligible NVIDIA employees. For Fiscal 2026, the match of 401(k) contributions was $11,500 for Ms. Kress, $10,708 for Mr. Puri, $10,083 for Ms. \nShoquist, and $10,083 for Mr. Teter; and the dollar values of life insurance premiums were $4,902 for Ms. Kress, $39,132 for Mr. Puri, $23,484 for Ms. \nShoquist, and $5,121 for Mr. Teter.\n50", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Summary Compensation Table for Fiscal 2026, 2025, and 2024", - "metadata": { - "length": 4736, - "summary": "This page presents the Summary Compensation Table for Fiscal 2026, 2025, and 2024, detailing the compensation earned by the company's Named Executive Officers (NEOs). The table lists five executives—Jen-Hsun Huang, Colette M. Kress, Ajay K. Puri, Debora Shoquist, and Timothy S. Teter—and breaks down their earnings into Salary, Stock Awards, Non-Equity Incentive Plan Compensation, All Other Compensation, and Total Compensation for each of the three fiscal years. A secondary table below provides specific values for SY PSU and MY PSU awards for each executive across the same period.", - "page_nums": [ - 69 - ], - "keywords": [ - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter", - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_347cd3cd-c675-510b-a1be-aaa0c3a5166a", - "relation": "embeds", - "ref": "[tables/table_page_69_1.html]" - }, - { - "target": "asset_9ed914d0-9a0e-5b5d-b49b-1831201b9515", - "relation": "embeds", - "ref": "[tables/table_page_69_2.html]" - } - ], - "page_assets": [ - { - "page_num": 69, - "artifact_ref": "page_citation_assets/page-69.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b01b5a87-5ebf-5204-9e40-db4f34f7c357", - "type": "page", - "content": "Grants of Plan-Based Awards for Fiscal 2026\nThe following table provides information regarding all grants of plan-based awards that were made to or earned by our \nNEOs during Fiscal 2026. The information in this table supplements the dollar value of stock awards set forth in the \nSummary Compensation Table for Fiscal 2026, 2025, and 2024. The PSU and RSU awards set forth in the following table \nwere made under our 2007 Plan. PSUs are eligible to vest based on performance against pre-established criteria. All \nequity awards listed are subject to service-based vesting.\nName\nGrant\nDate\nEstimated Possible Payouts Under \nNon-Equity Incentive Plan Awards (1)\nEstimated Future Payouts Under \nEquity Incentive Plan Awards (2)\nAll Other Stock\nAwards: Number \nof Shares of Stock\nor Units (#) (3)\nGrant Date\nFair Value\nof Stock\nAwards ($) (4)\nType of \nAward\nThreshold \n($)\nTarget \n($)\nMaximum \n($)\nThreshold \n(#)\nTarget \n(#)\nMaximum \n(#)\nJen-Hsun \nHuang\nSY PSU\n3/10/25\n—\n59,804\n119,607\n179,411\n—\n12,777,616\nMY PSU\n3/10/25\n—\n29,902\n119,607\n179,411\n—\n12,022,896\nVariable \nCash Plan\n3/3/25\n1,500,000\n3,000,000\n6,000,000\n—\n—\n—\nColette M. \nKress\nSY PSU\n3/10/25\n—\n14,275\n28,550\n57,100\n—\n3,049,997\nMY PSU\n3/10/25\n—\n7,138\n28,550\n57,100\n—\n3,675,242\nRSU\n3/10/25\n—\n—\n57,106\n6,100,634\nVariable \nCash Plan\n3/3/25\n150,000\n300,000\n600,000\n—\n—\n—\nAjay K. \nPuri\nSY PSU\n3/10/25\n—\n13,890\n27,779\n55,558\n—\n2,967,631\nMY PSU\n3/10/25\n—\n6,945\n27,779\n55,558\n—\n3,575,991\nRSU\n3/10/25\n—\n—\n55,559\n5,935,368\nVariable \nCash Plan\n3/3/25\n325,000\n650,000\n1,300,000\n—\n—\n—\nDebora \nShoquist\nSY PSU\n3/10/25\n—\n14,372\n28,744\n57,488\n—\n3,070,722\nMY PSU\n3/10/25\n—\n7,186\n28,744\n57,488\n—\n3,700,215\nRSU\n3/10/25\n—\n—\n57,489\n6,141,550\nVariable \nCash Plan\n3/3/25\n125,000\n250,000\n500,000\n—\n—\n—\nTimothy S. \nTeter\nSY PSU\n3/10/25\n—\n14,372\n28,744\n57,488\n—\n3,070,722\nMY PSU\n3/10/25\n—\n7,186\n28,744\n57,488\n—\n3,700,215\nRSU\n3/10/25\n—\n—\n57,489\n6,141,550\nVariable \nCash Plan\n3/3/25\n125,000\n250,000\n500,000\n—\n—\n—\n(1)\nRepresents range of awards payable under our Fiscal 2026 Variable Cash Plan.\n(2)\nRepresents range of shares eligible to be earned with respect to PSUs. \n(3)\nRepresents RSUs granted.\n(4)\nAmounts shown in this column do not reflect dollar amounts actually received by the NEO, and may not reconcile to corresponding amounts presented \nin other tables due to differences in rounding. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with \nASC 718 for the awards. The assumptions used in the calculation of values of the awards are set forth under Note 3 to our consolidated financial \nstatements titled Stock-Based Compensation in our Form 10-K. With regard to the stock awards with performance-based vesting conditions, the \nreported grant date fair value assumes the probable outcome of the conditions at Base Compensation Plan performance for SY PSUs and MY PSUs, \ndetermined in accordance with applicable accounting standards. \n51", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Grants of Plan-Based Awards for Fiscal 2026", - "metadata": { - "length": 2948, - "summary": "The page displays a table titled 'Grants of Plan-Based Awards for Fiscal 2026', detailing equity and cash awards granted to five Named Executive Officers (NEOs). The table lists specific award types including SY PSU, MY PSU, RSU, and Variable Cash Plan, along with grant dates. It provides estimated possible payouts under non-equity incentive plans and estimated future payouts under equity incentive plans, categorized by threshold, target, and maximum values. Additionally, it shows the number of shares or units granted and the aggregate grant date fair value of stock awards.", - "page_nums": [ - 70 - ], - "keywords": [ - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter" - ], - "connect_to": [ - { - "target": "asset_20162090-f5ac-5633-b96c-c1aa56fa2233", - "relation": "embeds", - "ref": "[tables/table_page_70_1.html]" - } - ], - "page_assets": [ - { - "page_num": 70, - "artifact_ref": "page_citation_assets/page-70.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2d7d577a-86ae-5059-8bfd-e60a917fe10c", - "type": "page", - "content": "Outstanding Equity Awards as of January 25, 2026\nThe following table presents information regarding outstanding equity awards held by our NEOs as of January 25, 2026. \nName\nStock Awards\nNumber of\nUnits of Stock\nThat Have\nNot Vested (#)\nMarket Value of Units of \nStock That Have Not\nVested ($) (1)\nEquity Incentive Plan Awards: \nNumber of Unearned Shares \nThat Have Not Vested (#)\nEquity Incentive Plan \nAwards: Market Value of \nUnearned Shares That \nHave Not Vested ($) (1)\nJen-Hsun Huang\n \n315,570 (2)\n59,223,022\n \n— \n—\n \n757,360 (3)\n142,133,751\n \n— \n—\n \n161,085 (4)\n30,230,822\n \n— \n—\n \n179,411 (5)\n33,670,062\n \n— \n—\n \n— \n—\n \n286,350 (6)\n53,739,305\n \n— \n—\n \n179,411 (7)\n33,670,062\nColette M. Kress\n \n10,970 (8)\n2,058,740\n \n— \n—\n \n61,970 (9)\n11,629,910\n \n— \n—\n \n213,010 (2)\n39,975,587\n \n— \n—\n \n49,560 (3)\n9,300,925\n \n— \n—\n \n53,890 (10)\n10,113,536\n \n— \n—\n \n53,880 (4)\n10,111,660\n \n— \n—\n \n46,399 (11)\n8,707,700\n \n— \n—\n \n57,100 (5)\n10,715,957\n \n— \n—\n \n— \n—\n \n95,780 (6)\n17,975,033\n \n— \n—\n \n57,100 (7)\n10,715,957\nAjay K. Puri\n \n10,560 (8)\n1,981,795\n \n— \n—\n \n59,670 (9)\n11,198,269\n \n— \n—\n \n205,120 (2)\n38,494,870\n \n— \n—\n \n47,720 (3)\n8,955,612\n \n— \n—\n \n52,330 (10)\n9,820,771\n \n— \n—\n \n52,340 (4)\n9,822,648\n \n— \n—\n \n45,142 (11)\n8,471,799\n \n— \n—\n \n55,558 (5)\n10,426,570\n \n— \n—\n \n— \n—\n \n93,020 (6)\n17,457,063\n \n— \n—\n \n55,558 (7)\n10,426,570\nDebora Shoquist\n \n9,040 (8)\n1,696,537\n \n— \n—\n \n51,070 (9)\n9,584,307\n \n— \n—\n \n175,540 (2)\n32,943,592\n \n— \n—\n \n40,840 (3)\n7,664,443\n \n— \n—\n \n48,420 (10)\n9,086,981\n \n— \n—\n \n48,420 (4)\n9,086,981\n \n— \n—\n \n46,710 (11)\n8,766,066\n \n— \n—\n \n57,488 (5)\n10,788,773\n \n— \n—\n \n— \n—\n \n86,080 (6)\n16,154,634\n \n— \n—\n \n57,488 (7)\n10,788,773\nTimothy S. Teter\n \n9,040 (8)\n1,696,537\n \n— \n—\n \n51,070 (9)\n9,584,307\n \n— \n—\n \n175,540 (2)\n32,943,592\n \n— \n—\n \n40,840 (3)\n7,664,443\n \n— \n—\n \n48,420 (10)\n9,086,981\n \n— \n—\n \n48,420 (4)\n9,086,981\n \n— \n—\n \n46,710 (11)\n8,766,066\n \n— \n—\n \n57,488 (5)\n10,788,773\n \n— \n—\n \n— \n—\n \n86,080 (6)\n16,154,634\n \n— \n—\n \n57,488 (7)\n10,788,773\n(1)\nCalculated by multiplying the number of RSUs or PSUs that have not vested or have not been earned, as applicable, by the closing price ($187.67) of \nNVIDIA’s common stock on January 23, 2026, the last trading day before the end of our Fiscal 2026, as reported by Nasdaq.\n(2)\nThe PSU was earned based on achievement of a performance goal for the one-year period that ended on January 28, 2024. The PSU vested as to 25% \nof the shares on March 20, 2024, and vests as to 6.25% approximately every three months thereafter over the next three years such that the PSU will \nbe fully vested on March 17, 2027.\n(3)\nThe PSU was earned based on achievement of a performance goal for the three-year period that ended on January 25, 2026. The PSU vested as to \n100% of the shares on March 18, 2026.\n(4)\nThe PSU was earned based on achievement of a performance goal for the one-year period that ended on January 26, 2025. The PSU vested as to 25% \nof the shares on March 19, 2025, and vests as to 6.25% approximately every three months thereafter over the next three years such that the PSU will \nbe fully vested on March 15, 2028.\n52", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Outstanding Equity Awards as of January 25, 2026", - "metadata": { - "length": 3100, - "summary": "This page presents a table titled 'Outstanding Equity Awards as of January 25, 2026', detailing the stock awards held by five Named Executive Officers (NEOs). The table lists specific data for Jen-Hsun Huang, Colette M. Kress, Ajay K. Puri, Debora Shoquist, and Timothy S. Teter, including the number of unvested stock units and their market values, as well as details on equity incentive plan awards. Footnotes at the bottom explain the calculation methods for market value and the vesting schedules for performance-based units.", - "page_nums": [ - 71 - ], - "keywords": [ - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter", - "NVIDIA", - "NASDAQ" - ], - "connect_to": [ - { - "target": "asset_33e5fd7e-959c-54e5-bd2f-ab738cbd8f2d", - "relation": "embeds", - "ref": "[tables/table_page_71_1.html]" - } - ], - "page_assets": [ - { - "page_num": 71, - "artifact_ref": "page_citation_assets/page-71.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_092e4a0f-2aca-5cc5-981d-eba105ec9a4e", - "type": "page", - "content": "(5)\nThe PSU was earned based on achievement of a performance goal for the 1-year period that ended on January 25, 2026. The PSU vested as to 25% of \nthe shares on March 18, 2026, and vests as to 6.25% approximately every three months thereafter over the next three years such that the PSU will be \nfully vested on March 15, 2029.\n(6)\nRepresents shares that could be earned upon achievement of a Stretch Compensation Plan goal, based on our TSR relative to the S&P 500 from \nJanuary 29, 2024 through January 31, 2027. If the performance goal is achieved, 100% of the shares earned will vest on March 17, 2027. If the \nThreshold performance goal is achieved, 47,720 shares will be earned by Mr. Huang, 11,970 shares will be earned by Ms. Kress, 11,620 shares will be \nearned by Mr. Puri, 10,760 shares will be earned by Ms. Shoquist, and 10,760 shares will be earned by Mr. Teter. If the Base Compensation Plan \nperformance goal is achieved, 190,900 shares will be earned by Mr. Huang, 47,890 shares will be earned by Ms. Kress, 46,510 shares will be earned by \nMr. Puri, 43,040 shares will be earned by Ms. Shoquist, and 43,040 shares will be earned by Mr. Teter.\n(7)\nRepresents shares that could be earned upon achievement of a Stretch Compensation Plan goal, based on our TSR relative to the S&P 500 from \nJanuary 27, 2025 through January 30, 2028. If the performance goal is achieved, 100% of the shares earned will vest on March 15, 2028. If the \nThreshold performance goal is achieved, 29,902 shares will be earned by Mr. Huang, 7,138 shares will be earned by Ms. Kress, 6,945 shares will be \nearned by Mr. Puri, 7,186 shares will be earned by Ms. Shoquist, and 7,186 shares will be earned by Mr. Teter. If the Base Compensation Plan \nperformance goal is achieved, 119,607 shares will be earned by Mr. Huang, 28,550 shares will be earned by Ms. Kress, 27,779 shares will be earned by \nMr. Puri, 28,744 shares will be earned by Ms. Shoquist, and 28,744 shares will be earned by Mr. Teter.\n(8)\nThe RSU vested as to 6.25% on June 15, 2022, and approximately every three months thereafter, such that the shares were fully vested on March 18, \n2026, the approximate four year anniversary of the grant date.\n(9)\nThe RSU vested as to 6.25% on June 21, 2023, and approximately every three months thereafter, such that the shares will become fully vested on \nMarch 17, 2027, the approximate four year anniversary of the grant date.\n(10) The RSU vested as to 6.25% on June 19, 2024, and approximately every three months thereafter, such that the shares will become fully vested on \nMarch 15, 2028, the approximate four year anniversary of the grant date.\n(11) The RSU vested as to 6.25% on June 18, 2025, and approximately every three months thereafter, such that the shares will become fully vested on \nMarch 15, 2029, the approximate four year anniversary of the grant date.\nOption Exercises and Stock Vested in Fiscal 2026\nThe following table shows information regarding stock acquired upon vesting for our NEOs during Fiscal 2026. We have \nnot had any stock options outstanding since the end of Fiscal 2024.\nName\nStock Awards\nNumber of Shares Acquired on Vesting (#) (1)\nValue Realized on Vesting ($) (2)\nJen-Hsun Huang\n \n1,113,555 (3)\n141,311,217\nColette M. Kress\n \n442,087 (4)\n63,881,560\nAjay K. Puri\n \n425,837 (5)\n61,550,468\nDebora Shoquist\n \n368,879 (6)\n53,412,792\nTimothy S. Teter\n \n368,879 (7)\n53,412,792\n(1)\nRepresents the gross number of shares acquired on vesting. Shares were withheld from these amounts to pay taxes due upon vesting.\n(2)\nRepresents the gross number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by Nasdaq on the \ndate of vesting.\n(3)\nIncludes an aggregate of 552,105 shares that were withheld to pay taxes due upon vesting.\n(4)\nIncludes an aggregate of 233.268 shares that were withheld to pay taxes due upon vesting.\n(5)\nIncludes an aggregate of 211,139 shares that were withheld to pay taxes due upon vesting.\n(6)\nIncludes an aggregate of 194,424 shares that were withheld to pay taxes due upon vesting.\n(7)\nIncludes an aggregate of 198,486 shares that were withheld to pay taxes due upon vesting.\nEmployment, Severance, and Change-in-Control Arrangements\nEmployment Agreements.  Our executive officers are “at-will” employees and we do not have employment, severance, or \nchange-in-control agreements with our executive officers.\nChange-in-Control Arrangements.  Our 2007 Plan provides that in the event of a corporate transaction or a change-in-\ncontrol, outstanding stock awards may be assumed, continued, or substituted by the surviving corporation. If the \nsurviving corporation does not assume, continue, or substitute such stock awards, then (a) with respect to any stock \nawards that are held by individuals performing services for NVIDIA immediately prior to the effective time of the \ntransaction, the vesting and exercisability provisions of such stock awards will be accelerated in full and such stock \nawards will be terminated if not exercised prior to the effective date of the corporate transaction or change-in-control, \nand (b) all other outstanding stock awards will be terminated if not exercised on or prior to the effective date of the \ncorporate transaction or change-in-control. These change-in-control arrangements apply to stock awards held by our \nNEOs on the same basis as our other employees. \n53", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Option Exercises and Stock Vested in Fiscal 2026", - "metadata": { - "length": 5416, - "summary": "This section presents a table titled 'Stock Awards' detailing the number of shares acquired on vesting and the value realized on vesting for five Named Executive Officers (NEOs) during Fiscal 2026. The text notes that there were no stock options outstanding since the end of Fiscal 2024. Footnotes clarify that the share counts represent gross amounts before tax withholding, while the values are based on the fair market value reported by Nasdaq.", - "page_nums": [ - 72 - ], - "keywords": [ - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter", - "Nasdaq" - ], - "connect_to": [ - { - "target": "asset_0114ac57-c34b-556a-b202-e063883ddcd7", - "relation": "embeds", - "ref": "[tables/table_page_72_1.html]" - } - ], - "page_assets": [ - { - "page_num": 72, - "artifact_ref": "page_citation_assets/page-72.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_6a2a0726-7e77-5c04-b8df-0c90ba0c330d", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Option Exercises and Stock Vested in Fiscal 2026 p72]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Employment, Severance, and Change-in-Control Arrangements", - "metadata": { - "length": 186, - "summary": "This section outlines the company's employment and severance policies. It states that executive officers are 'at-will' employees without specific employment, severance, or change-in-control agreements. Additionally, it details the provisions of the 2007 Plan regarding corporate transactions or changes in control, explaining how outstanding stock awards may be assumed, continued, substituted, or accelerated/terminated depending on whether the surviving corporation assumes them.", - "page_nums": [ - 72 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_0114ac57-c34b-556a-b202-e063883ddcd7", - "relation": "related", - "ref": "[tables/table_page_72_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Option Exercises and Stock Vested in Fiscal 2026" - } - ], - "page_assets": [ - { - "page_num": 72, - "artifact_ref": "page_citation_assets/page-72.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9336c93a-bf1f-5023-8c90-9f9d89f0e91b", - "type": "page", - "content": "Potential Payments Upon Termination or Change-in-Control\nUpon a change-in-control or certain other corporate transactions of NVIDIA, unvested RSUs, and PSUs will fully vest in \nsome cases as described above under Employment, Severance, and Change-in-Control Arrangements—Change-in-Control \nArrangements. The table below shows our estimates of the amount of the benefit each of our NEOs would have received \nif the unvested RSUs and PSUs held by them as of January 25, 2026 had become fully vested as a result of a change-in-\ncontrol, calculated by multiplying the number of unvested RSUs and PSUs held by the applicable NEO by the closing price \n($187.67) of NVIDIA’s common stock on January  23, 2026, the last trading day before the end of our Fiscal 2026, as \nreported by Nasdaq. \nName\nUnvested RSUs and PSUs at January 25, 2026 (#) (1)\nTotal Estimated Benefit ($) (1)\nJen-Hsun Huang\n1,411,679\n264,929,798\nColette M. Kress\n569,889\n106,951,069\nAjay K. Puri\n551,090\n103,423,060\nDebora Shoquist\n500,148\n93,862,775\nTimothy S. Teter\n500,148\n93,862,775\n(1) With respect to unvested PSUs, the amounts in these columns assume performance at Base Compensation Plan with respect to SY PSUs granted in \nFiscal 2026 and with respect to MY PSUs granted in Fiscal 2024, Fiscal 2025, and Fiscal 2026, in accordance with SEC rules. The two tables below \nreflect the actual numbers of the SY PSUs granted in Fiscal 2026 and MY PSUs granted in Fiscal 2024 that became eligible to vest, based on our \nperformance during the relevant performance period for such awards, as certified by our CC shortly after the end of Fiscal 2026. The values of the \nestimated and actual SY PSUs and MY PSUs in the table below were calculated by multiplying the applicable number of SY PSUs and MY PSUs held by \neach respective NEO and listed below, by the closing price ($187.67) of NVIDIA’s common stock on January 23, 2026, the last trading day before the \nend of our Fiscal 2026, as reported by Nasdaq. \nSY PSUs granted in Fiscal 2026 - Actual Achievement (versus Base Compensation Plan Performance)\nName\nEstimated SY PSUs Granted in \nFiscal 2026 at Base \nCompensation Plan \nPerformance (#)\nValue of Estimated SY PSUs \nGranted in Fiscal 2026 at Base \nCompensation Plan Performance \n($)\nActual SY PSUs \nGranted in Fiscal 2026 \nEligible to Vest (#)\nValue of Actual SY PSUs \nGranted in Fiscal 2026 \nEligible to Vest ($)\nJen-Hsun Huang\n119,607\n22,446,646\n179,411\n33,670,062\nColette M. Kress\n28,550\n5,357,979\n57,100\n10,715,957\nAjay K. Puri\n27,779\n5,213,285\n55,558\n10,426,570\nDebora Shoquist\n28,744\n5,394,386\n57,488\n10,788,773\nTimothy S. Teter \n28,744\n5,394,386\n57,488\n10,788,773\nMY PSUs granted in Fiscal 2024 - Actual Achievement (versus Base Compensation Plan Performance)\nName\nEstimated MY PSUs Granted in \nFiscal 2024 at Base \nCompensation Plan \nPerformance (#)\nValue of Estimated MY PSUs \nGranted in Fiscal 2024 at Base \nCompensation Plan Performance \n($)\nActual MY PSUs \nGranted in Fiscal 2024 \nEligible to Vest (#)\nValue of Actual MY PSUs \nGranted in Fiscal 2024 \nEligible to Vest ($)\nJen-Hsun Huang\n504,910\n94,756,460\n757,360\n142,133,751\nColette M. Kress\n24,780\n4,650,463\n49,560\n9,300,925\nAjay K. Puri\n23,860\n4,477,806\n47,720\n8,955,612\nDebora Shoquist\n20,420\n3,832,221\n40,840\n7,664,443\nTimothy S. Teter \n20,420\n3,832,221\n40,840\n7,664,443\nThe actual number of MY PSUs granted in Fiscal 2025 and Fiscal 2026 that will become eligible to vest will be determinable after January 31, 2027 and \nJanuary 30, 2028, respectively, the ending dates of the applicable three-year measurement period for MY PSUs. \nPay Ratio\nWe determined the ratio of: (a) the annual total compensation of our CEO to (b) the median of the annual total \ncompensation of all our employees, except for our CEO, both calculated in accordance with the requirements of Item \n402(c)(2)(x) of Regulation S-K.\nBecause there have been no changes to our employee population or employee compensation arrangements since the end \nof Fiscal 2024 that would significantly impact our pay ratio disclosure for Fiscal 2026, we used the median employee from \nour Fiscal 2024 pay ratio calculation in our Fiscal 2026 pay ratio calculation. We determined our Fiscal 2024 median \nemployee by using a consistently applied compensation measure, which aggregated, for each employee employed by us \non the last day of Fiscal 2024, or January 28, 2024: (i) target base salary as of January 28, 2024 (annualized for permanent \nemployees who were employed by us for less than the entire fiscal year), (ii) variable cash earned during Fiscal 2024, and \n(iii) aggregate full grant date fair value of equity awards granted during Fiscal 2024, calculated in accordance with ASC \n718 and assuming the probable outcome of the conditions at Base Compensation Plan for performance-based awards. \nCompensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on January 28, \n2024. \n54", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Potential Payments Upon Termination or Change-in-Control", - "metadata": { - "length": 4941, - "summary": "This section details the potential payments to Named Executive Officers (NEOs) upon a change-in-control or termination. It includes a table estimating the total benefit each NEO would receive if unvested RSUs and PSUs held as of January 25, 2026, fully vested based on NVIDIA's closing stock price of $187.67. The section also provides two supplementary tables showing the actual achievement versus base compensation plan performance for SY PSUs granted in Fiscal 2026 and MY PSUs granted in Fiscal 2024.", - "page_nums": [ - 73 - ], - "keywords": [ - "NVIDIA", - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter", - "SEC", - "Nasdaq" - ], - "connect_to": [ - { - "target": "asset_eb93333b-b613-5903-88c0-22c8b35641e5", - "relation": "embeds", - "ref": "[tables/table_page_73_1.html]" - }, - { - "target": "asset_6671b6cb-8618-5e5c-9d7e-b381ba9b6cab", - "relation": "embeds", - "ref": "[tables/table_page_73_2.html]" - }, - { - "target": "asset_b3851ca8-dad1-5ec2-a607-2324354e7675", - "relation": "embeds", - "ref": "[tables/table_page_73_3.html]" - } - ], - "page_assets": [ - { - "page_num": 73, - "artifact_ref": "page_citation_assets/page-73.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d8bf045c-b50e-5c1e-9e2d-94b85b9c908b", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Potential Payments Upon Termination or Change-in-Control p73]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Ratio", - "metadata": { - "length": 194, - "summary": "The 'Pay Ratio' section details the methodology for calculating the ratio of the CEO's annual total compensation to the median annual total compensation of all employees (excluding the CEO), in compliance with Item 402(c)(2)(x) of Regulation S-K. It explains that due to no significant changes in employee population or compensation arrangements since Fiscal 2024, the company used the Fiscal 2024 median employee for its Fiscal 2026 calculation. The median employee was identified using a consistently applied compensation measure as of January 28, 2024, which included target base salary, variable cash earned, and the fair value of equity awards.", - "page_nums": [ - 73 - ], - "keywords": [ - "NVIDIA", - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter" - ], - "connect_to": [ - { - "target": "asset_eb93333b-b613-5903-88c0-22c8b35641e5", - "relation": "related", - "ref": "[tables/table_page_73_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Potential Payments Upon Termination or Change-in-Control" - }, - { - "target": "asset_6671b6cb-8618-5e5c-9d7e-b381ba9b6cab", - "relation": "related", - "ref": "[tables/table_page_73_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Potential Payments Upon Termination or Change-in-Control" - }, - { - "target": "asset_b3851ca8-dad1-5ec2-a607-2324354e7675", - "relation": "related", - "ref": "[tables/table_page_73_3.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Potential Payments Upon Termination or Change-in-Control" - } - ], - "page_assets": [ - { - "page_num": 73, - "artifact_ref": "page_citation_assets/page-73.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_687776c1-1ee3-5341-bc4c-b7d03537a471", - "type": "page", - "content": "Our median employee’s total compensation for Fiscal 2026 was $282,050. Our CEO’s Fiscal 2026 total compensation was \n$36,343,830. Therefore, our Fiscal 2026 CEO to median employee pay ratio was 129:1.\nThis pay ratio represents a reasonable estimate of the relationship between the compensation of our CEO and that of our \nmedian employee for Fiscal 2026, calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable \nguidance, which provide significant flexibility in how companies identify the median employee. Each company may use a \ndifferent methodology, apply different exclusions, and make different assumptions. As a result, the pay ratio reported by \nother companies may not be comparable to ours. \nPay Versus Performance \nNVIDIA’s executive compensation program is guided by a pay for performance philosophy and is designed to align NEO \npay with our stockholders’ interests. Accordingly, a substantial portion of our NEOs’ total compensation is based on the \nCompany’s performance under certain corporate financial metric goals, which for Fiscal 2026 included annual revenue, \nannual Non-GAAP Operating Income, and 3-year TSR relative to the S&P 500. \nAmounts set forth below as “compensation actually paid,” or CAP, have been calculated in accordance with Item 402(v) of \nRegulation S-K under the Securities Act, and do not represent the value of compensation actually paid to or received by \nour NEOs. For a discussion of our executive compensation program and philosophy, refer to our CD&A above.\nThe following table summarizes information regarding compensation for our NEOs, including CAP as well as certain \nfinancial performance metrics, during Fiscal 2022-2026. Fiscal 2022-2026 were 52-week years. \nValue of Initial Fixed $100 \nInvestment Based on (7):\nFiscal \nYear\nSummary \nCompensation \nTable Total for CEO \n($) (1) (2)\nCompensation \nActually Paid \nto CEO \n($) (1) (3)\nAverage Summary \nCompensation \nTable Total for \nNon-CEO NEOs \n($) (4) (5)\nAverage \nCompensation \nActually Paid to \nNon-CEO NEOs \n($) (4) (6)\nTotal \nShareholder \nReturn\n($)\nPeer Group \nTotal \nShareholder \nReturn\n($) (8)\nNet Income \n(in millions)\n($)\nNon-GAAP \nOperating \nIncome\n(in millions)\n($) (9)\n2026\n36,343,830\n162,180,936\n14,422,317\n57,721,552\n1,445.67\n198.10\n120,067\n137,300\n2025\n49,866,251\n344,188,027\n20,343,288\n125,583,913\n1,100.69\n168.46\n72,880\n86,789\n2024\n34,167,902\n234,132,305\n12,247,411\n85,558,057\n470.88\n134.78\n29,760\n37,134\n2023\n21,356,924\n(4,118,947)\n9,941,838\n(1,364,661)\n157.05\n94.13\n4,368\n9,040\n2022\n23,737,661\n105,543,768\n8,910,802\n38,453,071\n175.98\n111.83\n9,752\n12,690\n(1) For Fiscal 2022-2026, our CEO was Jen-Hsun Huang.\n(2) The amounts in this column correspond with total compensation for our CEO as reported in our Summary Compensation Table above for the listed fiscal \nyears.\n(3) The amounts in this column represent CAP calculated in accordance with Item 402(v) of Regulation S-K during the listed fiscal years. Adjustments to the \nSummary Compensation Table total compensation for our CEO to arrive at CAP for Fiscal 2026 were as follows:\nReconciliation of Summary Compensation Table Total Compensation for CEO to CAP\nEquity Award Adjustments\n(Deduct):\nAdd:\nAdd/(Deduct):\nAdd/(Deduct):\nFiscal \nYear\nSummary \nCompensation \nTable Total \nfor CEO \n($)\nValue of Equity \nAwards Reported \nin Summary \nCompensation \nTable\n($) (a)\nYear End Fair Value \nof Awards Granted \nDuring the Year \nwhich were Unvested \nat Year End\n($) (b)\nYear Over Year \nChange in Fair \nValue of \nOutstanding and \nUnvested Awards\n($) (b)\nChange in Fair \nValue of Awards \nGranted in Prior \nYears which Vested \nDuring the Year\n($) (b)\nTotal Equity \nAward \nAdjustments\n($) (b) (c)\nCompensation \nActually Paid \nto CEO \n($)\n2026\n36,343,830\n(24,800,511)\n60,909,207\n105,767,276\n(16,038,866)\n150,637,617\n162,180,936\n(a) The amount in this column corresponds with the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” for our CEO as \nreported in our Summary Compensation Table above for Fiscal 2026.\n(b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in \nthese columns were determined by reference to (i) for MY PSU awards where the performance period was complete as of or prior to the applicable \nyear end date and for SY PSU awards, the closing price of our common stock on the applicable year end date, as reduced by the present value of \ndividends expected to be paid on the underlying shares during the requisite service period, or the closing price of our common stock on the \napplicable vesting dates, and (ii) for MY PSU awards where the performance period was not yet complete as of the applicable year end date, the fair \nvalue as calculated by a Monte Carlo simulation model as of the respective year end date, for the listed fiscal years.\n(c) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. \n(4) For Fiscal 2022-2026, our non-CEO NEOs were Colette M. Kress, Ajay K. Puri, Debora Shoquist, and Timothy S. Teter.\n(5) The amounts in this column correspond with the average of the total compensation for our non-CEO NEOs as reported in our Summary Compensation \nTable above for the listed fiscal years.\n55", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Total Compensation for CEO to CAP", - "metadata": { - "length": 5336, - "summary": "This page details NVIDIA's executive compensation for Fiscal 2026, highlighting a CEO-to-median employee pay ratio of 129:1. It includes a 'Pay Versus Performance' section explaining the company's compensation philosophy and two data tables summarizing financial metrics and compensation figures from Fiscal 2022 to 2026. The first table compares CEO and non-CEO NEO compensation against shareholder returns and operating income, while the second provides a reconciliation of the Summary Compensation Table total to the 'Compensation Actually Paid' (CAP) figure.", - "page_nums": [ - 74 - ], - "keywords": [ - "NVIDIA", - "S&P 500", - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter" - ], - "connect_to": [ - { - "target": "asset_7d5dcf9e-b66d-528f-baa1-c2a43650289d", - "relation": "embeds", - "ref": "[tables/table_page_74_1.html]" - }, - { - "target": "asset_78715b11-7e5c-5ac8-953d-7f992f9c2025", - "relation": "embeds", - "ref": "[tables/table_page_74_2.html]" - } - ], - "page_assets": [ - { - "page_num": 74, - "artifact_ref": "page_citation_assets/page-74.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e1c5f893-356c-51c3-be8c-a934bef639ae", - "type": "page", - "content": "(6) The amounts in this column represent average CAP calculated in accordance with Item 402(v) of Regulation S-K during the listed fiscal years. \nAdjustments to the Summary Compensation Table average total compensation for our non-CEO NEOs to arrive at average CAP for Fiscal 2026 were as \nfollows:\nReconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP \nEquity Award Adjustments\n(Deduct):\nAdd:\nAdd/(Deduct):\nAdd:\nAdd/(Deduct):\nFiscal \nYear\nAverage \nSummary \nCompensation \nTable Total \nfor Non-CEO \nNEOs \n($)\nValue of \nEquity Awards \nReported in \nSummary \nCompensation \nTable\n($) (a)\nYear End Fair \nValue of \nAwards \nGranted During \nthe Year which \nwere Unvested \nat Year End\n($) (b)\nYear Over \nYear Change \nin Fair Value \nof \nOutstanding \nand Unvested \nAwards\n($) (b)\nVesting Date \nFair Value of \nAwards \nGranted and \nVested \nDuring the \nYear\n($) (b)\n Change in Fair \nValue of \nAwards \nGranted in Prior \nYears which \nVested During \nthe Year\n($) (b)\nTotal Equity \nAward \nAdjustments\n($) (b) (c)\nAverage \nCompensation \nActually Paid \nto Non-CEO \nNEOs\n($)\n2026\n14,422,317\n(12,782,459)\n27,759,180\n25,940,053\n1,776,820\n605,640\n56,081,694\n57,721,552\n(a) The amount in this column corresponds with the average of the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” \nfor our non-CEO NEOs as reported in our Summary Compensation Table above for Fiscal 2026.\n(b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in \nthese columns were determined by reference to (i) for MY PSU awards where the performance period was complete as of or prior to the applicable \nyear end date, for RSU awards and for SY PSU awards, the closing price of our common stock on the applicable year end date, as reduced by the \npresent value of dividends expected to be paid on the underlying shares during the requisite service period, or the closing price of our common \nstock on the applicable vesting dates, and (ii) for MY PSU awards where the performance period was not yet complete as of the applicable year end \ndate, the fair value as calculated by a Monte Carlo simulation model as of the respective year end date, for the listed fiscal years. Due to rounding, \nnumbers presented may not sum precisely to the total provided.\n(c) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. \n(7) TSR for each of the years during Fiscal 2022-2026 is cumulative, reflecting the value of a fixed $100 investment beginning with the market close on \nJanuary 29, 2021, the last trading day before our Fiscal 2022, through and including the end of the respective listed fiscal years.\n(8) The Nasdaq 100 Index is the industry peer group we use for purposes of Item 201(e) of Regulation S-K. The separate peer group referenced by the CC \nfor purposes of determining executive compensation is discussed above in CD&A.\n(9) Our Company-Selected Measure, as required by Item 402(v) of Regulation S-K, is Non-GAAP Operating Income, which, in our assessment, represents the \nmost important financial performance measure linking Fiscal 2026 NEO CAP to company performance. See Definitions above for a definition of Non-\nGAAP Operating Income, and see Reconciliation of Non-GAAP Financial Measures above in CD&A for a reconciliation between GAAP operating income and \nnon-GAAP Operating Income.\nMost Important Financial Performance Measures\nThe following table is an unranked list of the most important financial performance measures linking Fiscal 2026 NEO \nCAP to company performance: \nFinancial Measures\nRevenue\nNon-GAAP Operating Income\n3-Year TSR relative to the S&P 500\nRefer to CD&A above for a description of how each of these performance measures impacts NEO compensation.\n56", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP", - "metadata": { - "length": 3891, - "summary": "The section presents a reconciliation table for Fiscal 2026 detailing the adjustments required to convert the Summary Compensation Table average total compensation for Non-CEO NEOs into the calculated Average Compensation Actually Paid (CAP). The table outlines specific equity award adjustments, including deductions for unvested awards and additions for year-end fair values, changes in value of outstanding awards, and vested awards. Footnotes explain that these calculations follow SEC methodology and ASC 718 standards.", - "page_nums": [ - 75 - ], - "keywords": [ - "SEC", - "ASC 718" - ], - "connect_to": [ - { - "target": "asset_424d1a86-e285-563d-b60b-6ba0499f7f63", - "relation": "embeds", - "ref": "[tables/table_page_75_1.html]" - }, - { - "target": "asset_5750e73e-3201-58ba-b9f6-0f5dab9e135a", - "relation": "embeds", - "ref": "[tables/table_page_75_2.html]" - } - ], - "page_assets": [ - { - "page_num": 75, - "artifact_ref": "page_citation_assets/page-75.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_53677c3d-889d-5928-b783-ce3a2680e3b9", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP p75]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Most Important Financial Performance Measures", - "metadata": { - "length": 256, - "summary": "This section presents an unranked list of the most important financial performance measures used to link Fiscal 2026 NEO CAP to company performance. The table lists three specific measures: Revenue, Non-GAAP Operating Income, and 3-Year TSR relative to the S&P 500.", - "page_nums": [ - 75 - ], - "keywords": [ - "S&P 500" - ], - "connect_to": [ - { - "target": "asset_424d1a86-e285-563d-b60b-6ba0499f7f63", - "relation": "related", - "ref": "[tables/table_page_75_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP" - }, - { - "target": "asset_5750e73e-3201-58ba-b9f6-0f5dab9e135a", - "relation": "related", - "ref": "[tables/table_page_75_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP" - } - ], - "page_assets": [ - { - "page_num": 75, - "artifact_ref": "page_citation_assets/page-75.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_be4b8da4-496c-580e-8c19-8029dc545738", - "type": "page", - "content": "Relationships Between Compensation Actually Paid and Financial Performance\nThe following graphs illustrate how CAP for our NEOs aligns with the Company’s financial performance measures as \ndetailed in the Pay Versus Performance table above for each of Fiscal 2022, 2023, 2024, 2025, and 2026 as well as \nbetween the TSRs of NVIDIA and the Nasdaq100 Index, reflecting the value of a fixed $100 investment beginning with the \nmarket close on January 29, 2021, the last trading day before our Fiscal 2022, through and including the end of the \nrespective listed fiscal years.\nAll information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing \nof the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general \nincorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.\n57", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Relationships Between Compensation Actually Paid and Financial Performance", - "metadata": { - "length": 989, - "summary": "This page details the relationships between Compensation Actually Paid (CAP) for Named Executive Officers (NEOs) and financial performance metrics. It features two charts: the first compares NEO CAP against Total Shareholder Return (TSR) for NVIDIA and the Nasdaq 100 Index from Fiscal 2022 to 2026, while the second compares NEO CAP against Net Income and Non-GAAP Operating Income over the same period. The data highlights significant growth in both executive compensation and company financial performance, particularly peaking in Fiscal 2025.", - "page_nums": [ - 76 - ], - "keywords": [ - "NVIDIA", - "Nasdaq 100 Index" - ], - "connect_to": [ - { - "target": "asset_09931d5b-95bb-5a7e-aa28-ebb1cd7d00fb", - "relation": "embeds", - "ref": "[images/image_page_76_figure_1.png]" - }, - { - "target": "asset_7fec3e17-f2b8-57dd-84b8-781afe2929aa", - "relation": "embeds", - "ref": "[images/image_page_76_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 76, - "artifact_ref": "page_citation_assets/page-76.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_fec1866b-95e6-5ff7-87ee-6ae7eddecd01", - "type": "page", - "content": "Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027\nWhat am I voting on? Ratification of the selection of PwC as our independent registered public accounting firm for \nFiscal 2027.\nVote required for approval: A majority of the shares present, in person or represented by proxy, and entitled to vote on \nthis matter.\nEffect of abstentions: Same as a vote AGAINST.\nEffect of broker non-votes: Not applicable (because this is a routine proposal, there are no broker non-votes).\nThe AC has selected PwC, which has audited our financial statements annually since 2004, to serve as our independent \nregistered public accounting firm for Fiscal 2027. Our lead audit partner at PwC will serve no more than five consecutive \nyears in that role. Stockholder ratification of the AC’s selection of PwC is not required by our Bylaws. As a matter of good \ncorporate governance, we are submitting the selection of PwC to our stockholders for ratification. If our stockholders do \nnot ratify the selection, the AC will reconsider whether or not to retain PwC. Even if the selection is ratified, the AC in its \nsole discretion may direct the appointment of a different independent registered public accounting firm at any time \nduring the fiscal year if it determines that such a change would be in our best interests and those of our stockholders. \nThe AC believes it is in the best interests of NVIDIA and our stockholders to retain PwC.\nWe expect that a representative of PwC will attend the 2026 Meeting. The PwC representative will have an opportunity \nto make a statement at the 2026 Meeting if he or she so desires and will also be available to respond to appropriate \nstockholder questions.\nRecommendation of the Board\nThe Board recommends that you vote FOR the ratification of the selection of PwC as our independent registered \naccounting firm for our fiscal year ending January 31, 2027.\n58", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027", - "metadata": { - "length": 1948, - "summary": "This page outlines Proposal 3 regarding the ratification of PwC as the independent registered public accounting firm for Fiscal 2027. It details voting requirements, the effect of abstentions and broker non-votes, and explains that while stockholder ratification is not required by Bylaws, it is submitted for good corporate governance. The text notes that PwC has audited the company's financial statements since 2004 and recommends a vote in favor of retaining them.", - "page_nums": [ - 77 - ], - "keywords": [ - "PwC", - "AC", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 77, - "artifact_ref": "page_citation_assets/page-77.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8fb3ef78-0dc9-53df-9eb4-88628aa8f7f0", - "type": "page", - "content": "Fees Billed by the Independent Registered Public Accounting Firm \nThe following is a summary of fees billed or expected to be billed by PwC for Fiscal 2026, and fees billed by PwC for Fiscal \n2025, for audit, audit related, tax, and other professional services during each fiscal year: \nFiscal 2026\nFiscal 2025\nAudit Fees (1)\n$ \n10,166,400 \n$ \n8,067,106 \nAudit Related Fees (2)\n \n1,716,820 \n \n724,806 \nTax Fees (3) \n \n1,076,103 \n \n856,439 \nAll Other Fees (4)\n \n401,999 \n \n354,000 \nTotal Fees\n$ \n13,361,322 \n$ \n10,002,351 \n(1)\nFor the audit of our consolidated financial statements, including the audit of our internal control over financial reporting, review of our quarterly \nfinancial statements and annual reports, and fees related to statutory audits of some of our international entities. \n(2)\nFor a review of select sustainability metrics, system and organization controls reporting, accounting system pre-implementation controls review, and \nother attestation services. \n(3)\nFor tax compliance, consulting, and tax audit defense services. \n(4)\nFor products or services other than those referenced above, including a cybersecurity maturity assessment and subscription to accounting disclosure \nsoftware. \nAll services provided for Fiscal 2026 and 2025 described above were pre-approved by the AC or the AC Chairperson \nthrough the authority granted to him by the AC, which is described below. Our AC determined that the rendering of \nservices other than audit services by PwC was compatible with maintaining PwC’s independence.\nPre-Approval Policies and Procedures\nThe AC has adopted policies and procedures for the pre-approval of all audit and permissible non-audit services rendered \nby our independent registered public accounting firm. The policy generally permits pre-approvals of specified permissible \nservices in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-\napproval may also be given as part of the AC’s approval of the scope of the engagement of our independent registered \npublic accounting firm or on an individual case-by-case basis before the independent registered public accounting firm is \nengaged to provide each service. In some cases, the full AC provides pre-approval for up to a year related to a particular \ndefined task or scope. In other cases, the AC has delegated power to the AC Chairperson to pre-approve additional audit \nand non-audit services if the need for the service was unanticipated and approval is required prior to the next scheduled \nmeeting of the AC. Such pre-approval is then communicated to the full AC at its next meeting. \n59", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027/Fees Billed by the Independent Registered Public Accounting Firm", - "metadata": { - "length": 2652, - "summary": "The page details fees billed by the independent registered public accounting firm, PwC, for Fiscal 2026 and Fiscal 2025. It includes a table breaking down costs into Audit Fees, Audit Related Fees, Tax Fees, and All Other Fees, with total fees amounting to $13,361,322 for 2026 and $10,002,351 for 2025. The text also outlines pre-approval policies and procedures adopted by the AC (Audit Committee) regarding these services.", - "page_nums": [ - 78 - ], - "keywords": [ - "PwC", - "AC" - ], - "connect_to": [ - { - "target": "asset_697304d1-0226-5506-9b74-3d8f48e35b68", - "relation": "embeds", - "ref": "[tables/table_page_78_1.html]" - } - ], - "page_assets": [ - { - "page_num": 78, - "artifact_ref": "page_citation_assets/page-78.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_5c41bbb4-6ba9-5e7e-82fb-97fcce78a7db", - "type": "page", - "content": "Report of the Audit Committee of the Board of Directors\nThe material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by \nreference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and \nirrespective of any general incorporation language in any such filing, except to the extent specifically incorporated by \nreference therein.\nThe Audit Committee, or AC, oversees accounting, financial reporting, internal control over financial reporting, financial \npractices, and audit activities of NVIDIA and its subsidiaries. The AC reviews the results and scope of the audit and other \nservices provided by the independent registered public accounting firm and reviews financial statements and the \naccounting policies followed by NVIDIA prior to the issuance of the financial statements with both management and the \nindependent registered public accounting firm.\nManagement is responsible for the financial reporting process, the preparation of consolidated financial statements in \naccordance with accounting principles generally accepted in the United States, or GAAP, the system of internal control \nover financial reporting, and the procedures designed to facilitate compliance with accounting standards and applicable \nlaws and regulations. PricewaterhouseCoopers LLP, or PwC, our independent registered public accounting firm for Fiscal \n2026, was responsible for performing an independent audit of the consolidated financial statements and issuing a report \non the consolidated financial statements and of the effectiveness of our internal control over financial reporting as of \nJanuary 25, 2026. PwC’s judgments as to the quality, not just the acceptability, of our accounting principles and such \nother matters are required to be disclosed to the AC under applicable standards. The AC oversees these processes. Also, \nthe AC has ultimate authority and responsibility to select, evaluate and, when appropriate, terminate the independent \nregistered public accounting firm. The AC approves audit fees and non-audit services provided by and fees paid to the \nindependent registered public accounting firm.\nNVIDIA has an internal audit function that reports to the AC. This function is responsible for objectively reviewing and \nevaluating the adequacy, effectiveness, and quality of our system of internal controls and the operating effectiveness of \nour business processes. The AC approves an annual internal audit plan and monitors the activities and performance of \nour internal audit function throughout the year to ensure the plan objectives are carried out and met.\nThe AC members are not professional accountants or auditors, and their functions are not intended to duplicate or to \ncertify the activities of management or the independent registered public accounting firm. The AC does not plan or \nconduct audits, determine that our financial statements are complete and accurate and in accordance with GAAP, or \nassess our internal control over financial reporting. The AC relies, without additional independent verification, on the \ninformation provided by our management and on the representations made by management that the financial \nstatements have been prepared with integrity and objectivity, and the opinion of PwC that such financial statements \nhave been prepared in conformity with GAAP.\nIn this context, the AC reviewed and discussed the audited consolidated financial statements for Fiscal 2026 with \nmanagement and our internal control over financial reporting with management and PwC. Specifically, the AC discussed \nwith PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting \nOversight Board and the SEC. We have received from PwC the written disclosures and letter required by the applicable \nrequirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the AC \nconcerning independence. The AC also considered whether the provision of certain permitted non-audit services by PwC \nis compatible with PwC’s independence and discussed PwC’s independence with PwC. \nBased on the AC’s review and discussions, the AC recommended to the Board of Directors that the audited consolidated \nfinancial statements be included in the Annual Report on Form 10-K of NVIDIA for the fiscal year ended January 25, 2026.\nAudit Committee\nA. Brooke Seawell, Tench Coxe, Harvey C. Jones, Melissa B. Lora, and Aarti Shah\n60", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Audit Committee", - "metadata": { - "length": 4552, - "summary": "This page contains the Report of the Audit Committee of the Board of Directors for NVIDIA. It outlines the committee's responsibilities regarding financial reporting, internal controls, and audit activities, including its oversight of the independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC). The report details the review process for the fiscal year 2026 financial statements and concludes with a recommendation to include them in the Annual Report on Form 10-K.", - "page_nums": [ - 79 - ], - "keywords": [ - "NVIDIA", - "SEC", - "PricewaterhouseCoopers LLP", - "PwC", - "Public Company Accounting Oversight Board", - "A. Brooke Seawell", - "Tench Coxe", - "Harvey C. Jones", - "Melissa B. Lora", - "Aarti Shah" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 79, - "artifact_ref": "page_citation_assets/page-79.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_0ba49c15-4fe4-53e2-a35b-c3acf8445f8f", - "type": "page", - "content": "Stockholder Proposals\nWe will promptly furnish the address and, to our knowledge, the number of shares held by the stockholder proponents of \nthe proposals below upon receipt of a request to our Secretary for such information at email to \nshareholdermeeting@nvidia.com or by phone at: (408) 486-2000. \nProposal 4—Stockholder Proposal: Simple Majority Vote Standard\nWhat am I voting on? A stockholder proposal to eliminate all supermajority voting provisions.\nVote required: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. \nEffect of abstentions: Same as a vote AGAINST. \nEffect of broker non-votes: None. \nBelow is a stockholder proposal and supporting statement of the stockholder proponent, for which we and our Board \naccept no responsibility. This stockholder proposal is required to be voted upon at the 2026 Meeting only if properly \npresented. Our Board opposes adoption of this stockholder proposal and recommends that you vote AGAINST Proposal \n4. John Chevedden has notified us of his intent to present the following proposal at the 2026 Meeting.\nStockholder Proposal and Supporting Statement \nProposal 4 – Majority Vote Standard\nShareholders request that the Board of Directors take each step necessary so that each voting requirement in our \ncharter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote \nbe replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in \ncompliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and \nagainst such proposals consistent with applicable laws. This proposal includes that the Company shall state in its \ngoverning documents that it shall not have any default super-majority voting standards upon adoption of this proposal.\nShareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The \nsupermajority voting requirements, like those of NVIDIA Corporation (NVDA), have been found to be one of 6 entrenching \nmechanisms that are negatively related to company performance according to \"What Matters in Corporate Governance\" \nby Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements can be used to \nblock proposals supported by most shareowners but opposed by management.\nThis proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, \nFirstEnergy and Macy's. These votes would have been higher than 74% to 88% if more shareholders had access to \nindependent proxy voting advice.\nThis proposal topic received 98% support each in 2024 at Domino's Pizza, FMC Corporation, ConocoPhillips, Masco \nCorporation and Power Integrations.\nThis proposal includes that the Board commit to not make any effort to defeat a NVDA proposal on this topic.\nThis proposal also includes that the Board commit to make a robust extra effort from a proxy solicitor perspective with \nthe objective of obtaining the required vote for shareholder approval of this proposal topic as a binding NVDA proposal. \nAs a matter of fact it may only take a de minimis extra effort since the 2025 NVDA proposal came so close to shareholder \napproval as described in the next paragraph.\nThe precise extra effort is at the Board's discretion. One proven method is to adjourn the annual meeting for up to 2-\nweeks and seek more votes. This seems to be a prudent step since the 2025 NVDA proposal on this topic received 65% \nsupport from all outstanding NVDA shares and thus came so close to the 67% votes required. \nPlease vote yes: \nMajority Vote Standard – Proposal 4 \n61", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Stockholder Proposal and Supporting Statement", - "metadata": { - "length": 3767, - "summary": "This page details 'Proposal 4', a stockholder proposal advocating for a simple majority vote standard to replace supermajority voting provisions in the company's charter. The Board of Directors opposes this proposal and recommends shareholders vote against it. The supporting statement argues that supermajority requirements are entrenching mechanisms that negatively impact corporate governance, citing research from Harvard Law School and examples of similar proposals passing at other major corporations like Weyerhaeuser and Domino's Pizza.", - "page_nums": [ - 80 - ], - "keywords": [ - "John Chevedden", - "Lucien Bebchuk", - "Alma Cohen", - "Allen Ferrell", - "Harvard Law School", - "NVIDIA Corporation", - "Weyerhaeuser", - "Alcoa", - "Waste Management", - "Goldman Sachs", - "FirstEnergy", - "Macy's", - "Domino's Pizza", - "FMC Corporation", - "ConocoPhillips", - "Masco Corporation", - "Power Integrations" - ], - "connect_to": [ - { - "target": "asset_601c5e85-9930-5534-b48f-def24ef39205", - "relation": "embeds", - "ref": "[images/image_page_80_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 80, - "artifact_ref": "page_citation_assets/page-80.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_978cf299-6b30-5598-b17c-50d2e3e0e1f7", - "type": "page", - "content": "Opposing Statement of the Board \nOur Board recommends a vote AGAINST Proposal 4. \nAt our 2025 Meeting, the Board proposed and recommended that stockholders approve an amendment and restatement \nof our Charter to eliminate the remaining supermajority voting provisions (the “2025 A&R Charter Proposal”). The Board \nalso planned to adopt conforming amendments to our Bylaws, contingent on stockholder approval of such proposal. \nHowever, the 2025 A&R Charter Proposal did not receive the required level of stockholder support for approval.\nTo effectuate Proposal 4, the Board would need to resubmit a proposal substantially similar to the 2025 A&R Charter \nProposal for stockholder approval at a future annual meeting. At this time, the Board believes that addressing repetitive \nproposals on this topic would not be an effective use of time, resources, and attention.\nRecommendation of the Board \nOur Board recommends that you vote AGAINST Proposal 4— Simple Majority Vote Standard. \n62", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Opposing Statement of the Board", - "metadata": { - "length": 986, - "summary": "The Board recommends a vote against Proposal 4. The section explains that the Board previously proposed the '2025 A&R Charter Proposal' to eliminate supermajority voting provisions, but it failed to receive sufficient stockholder support. Consequently, the Board believes resubmitting a similar proposal would not be an effective use of time and resources.", - "page_nums": [ - 81 - ], - "keywords": [ - "Board", - "2025 Meeting", - "2025 A&R Charter Proposal" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a85d96d4-24e5-5e67-b552-1749acd00322", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Opposing Statement of the Board p81]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Recommendation of the Board", - "metadata": { - "length": 210, - "summary": "The section titled 'Recommendation of the Board' states that the Board recommends a vote AGAINST Proposal 4, which concerns the Simple Majority Vote Standard. The text explains that this recommendation follows the failure of the 2025 A&R Charter Proposal to receive sufficient stockholder support and notes that resubmitting similar proposals would not be an effective use of resources.", - "page_nums": [ - 81 - ], - "keywords": [ - "Board", - "Proposal 4", - "2025 Meeting", - "2025 A&R Charter Proposal" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 81, - "artifact_ref": "page_citation_assets/page-81.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ff14a8da-a87b-569c-83e4-9b6f3e12428b", - "type": "page", - "content": "Proposal 5—Stockholder Proposal: Report on Faith-Based Community Resource Groups\nWhat am I voting on? A stockholder proposal requesting an evaluation and report on faith-based community resource \ngroups.\nVote required: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. \nEffect of abstentions: Same as a vote AGAINST. \nEffect of broker non-votes: None. \nBelow is a stockholder proposal and supporting statement of the stockholder proponent, for which we and our Board \naccept no responsibility. This stockholder proposal is required to be voted upon at the 2026 Meeting only if properly \npresented. Our Board opposes adoption of this stockholder proposal and recommends that you vote AGAINST Proposal \n5. William Cunningham has notified us of its intent to present the following proposal at the 2026 Meeting.\nStockholder Proposal and Supporting Statement  \nProposal 5 – Report on Faith-Based Community Resource Groups\nWhereas: NVIDIA is one of the largest and most high-profile companies in the United States, employing1 more than \n35,000 people from a plethora of different cultural & religious backgrounds. As a major employer, NVIDIA should support \nthe religious freedom of its employees. NVIDIA is already required to comply with many laws prohibiting discrimination \nagainst employees based on their religious status and views. \nRespecting diverse religious views allows NVIDIA to attract the most qualified talent, promote a diverse and vibrant \nbusiness culture, and is a key component to make sure it fully engages each of its employees. One of the best ways to \npromote religious diversity is through faith-based community resource groups (elsewhere known as employee resource \ngroups, or ERGs). CRGs allow like-minded employees to connect with one another, seek professional development, and \npromote understanding and dialogue with the broader workforce. Despite this, NVIDIA does not have a faith-based \ncommunity resource group (CRG). \nNVIDIA does not rectify this apparently disparity in treatment even though the vast majority of Americans identify as \nreligious, and even though the Company recognizes CRGs formed around gender, sexual identity, along a variety of other \ncriteria as per its website.2\nAccording to the 2023 Freedom at Work3 survey, 60% of employees were concerned that their company would punish \nthem for expressing their religious or political views at work, and 54% said they feared the same for sharing these views \neven on their private social media accounts. NVIDIA needs to take proactive steps to address this shortcoming by \npromoting faith-based CRGs and providing them the same support and access that other CRGs enjoy. \nThis isn’t merely a political or social point but a matter of brand value. NVIDIA is the highest-valued company on earth, \nwith an estimated brand value3 exceeding $87.9 billion, 67 percent of its more than $130 billion revenue in 2025.4 NVIDIA \nis one of the most influential players in the American technological landscape. As concerns over neutrality on \ncontroversial issues, respect for religion, and equal treatment for employees at America’s largest companies continue to \nmount, shareholders are right to ask about how the company’s workforce policies forward this goal of equal treatment. \nRecent Supreme Court decisions in Groff v. DeJoy and Muldrow v. City of St. Louis have also clarified that religious \nprotections for employees extend to all terms, conditions, and privileges of employment, not just monetary \ncompensation. So failure to allow faith-based community resource groups may be illegal. \nResolved: Shareholders request the Board of Directors of NVIDIA Corporation conduct an evaluation and issue a report, or \ndisclose analysis which has already been performed, within the next year, at reasonable cost and excluding proprietary \ninformation and disclosure of anything that would constitute an admission of pending litigation, evaluating the risks \nrelated to religious discrimination against employees. \n63\n1 https://www.macrotrends.net/stocks/charts/NVDA/nvidia/number-of-employees\n2 https://www.nvidia.com/en-us/about-nvidia/careers/diversity-and-inclusion/\n3 https://www.marketingweek.com/nvidia-brand-value/\n4 https://nvidianews.nvidia.com/news/nvidia-announces-financial-results-for-fourth-quarter-and-fiscal-2025\n\nOpposing Statement of the Board \nOur Board recommends a vote AGAINST Proposal 5. The requested report is unnecessary and would not provide \nmeaningful additional benefits to NVIDIA or enhance stockholder value as we have already implemented robust systems \nand processes designed to minimize risks related to religious and other discrimination. \nNVIDIA is committed to ensuring that our employees are protected and supported through enterprise-wide policies, \npractices, and reporting mechanisms. We maintain a work environment in which all individuals are treated with dignity \nand respect. We do not tolerate unlawful discrimination, harassment, or retaliation in any form, including based on \nreligion or creed and all employees are required to participate in discrimination and harassment prevention training. Our \nemployees have multiple avenues to report concerns about harassment, discrimination or other workplace conduct, \nincluding anonymously and without fear of retaliation, and we investigate complaints promptly and take appropriate \naction when warranted. We also regularly gather employee feedback through surveys and other forums to identify \nconcerns, track progress, and respond quickly to employee needs. \nThe Board believes that our existing policies, practices, and feedback mechanisms already address the issues raised in \nProposal 5, and that the additional evaluation and reporting requested would not be necessary or beneficial for NVIDIA or \nour stockholders.\nRecommendation of the Board \nOur Board recommends that you vote AGAINST Proposal 5—Report on Faith-Based Community Resource Groups. \n64", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 5 – Report on Faith-Based Community Resource Groups", - "metadata": { - "length": 5994, - "summary": "This section details a stockholder proposal requesting that NVIDIA's Board of Directors evaluate and report on the establishment of faith-based community resource groups (CRGs). The proponent argues that while NVIDIA supports other diversity-focused CRGs, it lacks one for religious groups despite its large, diverse workforce. The proposal cites concerns about religious discrimination and recent Supreme Court decisions to justify the request for an evaluation and risk assessment report. The Board opposes this proposal, recommending a vote against it, stating that existing policies and reporting mechanisms already adequately address issues related to religious discrimination and that the requested report is unnecessary.", - "page_nums": [ - 82, - 83 - ], - "keywords": [ - "NVIDIA", - "William Cunningham", - "Groff v. DeJoy", - "Muldrow v. City of St. Louis" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 82, - "artifact_ref": "page_citation_assets/page-82.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 83, - "artifact_ref": "page_citation_assets/page-83.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8b136e90-6c3e-5301-8d5a-e0287980bbcb", - "type": "page", - "content": "Proposal 6—Stockholder Proposal: Report on Workforce Civil Liberties\nWhat am I voting on? A stockholder proposal requesting an evaluation and report on civil rights and non-discrimination \nrelated to DEI.\nVote required: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. \nEffect of abstentions: Same as a vote AGAINST. \nEffect of broker non-votes: None. \nBelow is a stockholder proposal and supporting statement of the stockholder proponent, for which we and our Board \naccept no responsibility. This stockholder proposal is required to be voted upon at the 2026 Meeting only if properly \npresented. Our Board opposes adoption of this stockholder proposal and recommends that you vote AGAINST Proposal \n6. American Conservative Values ETF has notified us of its intent to present the following proposal at the 2026 Meeting.\nStockholder Proposal and Supporting Statement  \nProposal 6 – Report on Respecting Workforce Civil Liberties\nNVIDIA Corporation has over 36,000 employees. As an employer, it is legally required to comply with many laws prohibiting \ndiscrimination against employees on a variety of factors, including race, sex, religion, and sometimes political affiliation.\nBut the 2025 edition of the Viewpoint Diversity Score Business Index1 found that 90% of scored companies, as well as \nNVIDIA, promote divisive training and recruitment concepts like critical race theory (CRT) that replace genuine cultural \nand ideological diversity with a narrow focus on group identity. NVIDIA has stated that it has “increased [its] focus on \ndiversity recruiting” and “when recruiting new talent. . . [it] strive[s] to build a robust talent pipeline that includes those \nunderrepresented in the technology field, including women, black/African American, and Hispanic/Latino candidates.”2\nFocusing on these metrics in recruiting is rooted in concepts that label employees as “oppressed” or “oppressors” based \non belief or immutable traits, which can foster hostility and partiality instead of equal opportunity based on merit. A \nrecent study found that DEI actually increases bias, hostility, and attribution of discriminatory intent instead of reducing \nthem.3 DEI also silences dissenting views: the Freedom at Work survey found that 60% of employees feared reprisal for \nexpressing their religious or political views at work, and over half feared the same for private social media posts.4\nCompanies are also facing increased legal and reputational risk for DEI programs that make distinctions based on race or \nother protected classes in light of recent Supreme Court decisions in Students for Fair Admission v. Harvard, Groff v DeJoy, \nCity of St. Louis v. Muldrow, and Ames v. Ohio Department of Youth Services. State attorneys general and employees have \ninitiated lawsuits and investigations.5 Recent scholarship has cast serious doubt on the common assertion that DEI is \ngood for business.6 The Wall Street Journal recently reported that “Diversity Goals Are Disappearing from Companies’ \nAnnual Reports.”7 And numerous companies are voluntarily removing DEI initiatives entirely in response to sustained \ncustomer dissatisfaction and public pressure.8\nOn top of this, President Trump issued an executive order seeking to root out illegal DEI practices, including in the private \nsector.9 The EEOC has initiated investigations and secured settlements from major law firms to stop their DEI practices.10 \nThe EEOC and DOJ jointly issued guidance detailing DEI practices that may be illegal and encouraging whistleblowers to \nreport these practices.11 In light of these risks, the Company must take immediate steps to assess potential \nshortcomings and allay these concerns.\nResolved: Shareholders request the Board of Directors conduct an evaluation and issue a report within the next year, at \nreasonable cost and excluding proprietary and confidential information, evaluating how NVIDIA’s hiring and training \npolicies and practices impact employees and prospective employees based on their race, color, religion (including religious \nviews), sex, national origin, or political views, and the associated legal, reputational, operational, and other relevant risks to \nthe NVIDIA.\n65\n1 https://storage.googleapis.com/vds_storage/document/2025 Business-Index.pdf\n2 https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf#:~:text=When\n%20recruiting%20new%20talent%20or,and%20partnering%20with%20our%20community\n3 https://www.dailywire.com/news/new-bombshell-study-shows-dei-programs-increase-hostility\n4 https://www.viewpointdiversityscore.org/polling\n5 https://www.wsj.com/us-news/law/diversity-equity-dei-companies-blum-2040b173\n6 https://econjwatch.org/articles/mckinsey-s-diversity-matters-delivers-wins-results-revisited\n7 https://www.wsj.com/business/diversity-goals-are-disappearing-from-companies-annual-reports-459d1ef3\n8 https://www.dailymail.co.uk/news/article-13812241/american-brand-dei-rules-backlash.html\n9 https://www.whitehouse.gov/presidential-actions/2025/01/ending-illegal-discrimination-and-restoring-merit-based-opportunity/\n10 https://www.hrdive.com/news/four-big-law-firms-curb-dei-eeoc-settlements/745314/\n11 https://www.mayerbrown.com/en/insights/publications/2025/04/doj-and-eeoc-issue-guidance-regarding-unlawful-dei-related-\ndiscrimination\n\nOpposing Statement of the Board\nOur Board recommends a vote AGAINST Proposal 6. The requested report is unnecessary and would not provide \nmeaningful additional benefits to NVIDIA or enhance stockholder value.\nNVIDIA complies with applicable law and is committed to equal employment opportunity requirements. We do not \ndiscriminate against employees or applicants for employment on the basis of race, color, religion, sex, gender, marital \nstatus, veteran status, age, national origin, ancestry, disability, genetic or medical information, sexual orientation, \npregnancy, childbirth or related medical conditions, or any other characteristic protected by applicable law. Our \nemployment decisions – including recruitment, hiring, training, compensation, benefits, promotions, transfers, and \nterminations – are based on merit, valid job requirements, and other lawful criteria. \nIn addition, the Board maintains strong oversight and compliance mechanisms to ensure these policies and practices are \neffectively implemented. The CC oversees our human capital management policies and strategies, the AC oversees \ncompliance with legal and regulatory requirements, ethical standards, and our compliance programs, and the NCGC \noversees compliance with our Code of Conduct. Together, these oversight structures provide sufficient and \ncomprehensive governance and accountability for the policies and practices addressed by Proposal 6.\nThe Board believes that our existing policies, practices, and oversight mechanisms already address the issues raised in \nProposal 6, and that the additional evaluation and reporting requested would not be necessary or beneficial for NVIDIA or \nour stockholders.\nRecommendation of the Board\nOur Board recommends that you vote AGAINST Proposal 6—Report on Workforce Civil Liberties. \n66", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 6 – Report on Respecting Workforce Civil Liberties", - "metadata": { - "length": 7201, - "summary": "This section details 'Proposal 6 – Report on Respecting Workforce Civil Liberties,' a stockholder proposal requesting an evaluation of NVIDIA's hiring and training policies regarding civil liberties. The proposal argues that current Diversity, Equity, and Inclusion (DEI) practices are divisive and legally risky, citing recent Supreme Court decisions and executive orders. It requests a report on how these policies impact employees based on race, color, religion, sex, national origin, or political views. The Board of Directors opposes the proposal, recommending a vote against it, stating that NVIDIA already complies with applicable laws and has sufficient oversight mechanisms in place.", - "page_nums": [ - 84, - 85 - ], - "keywords": [ - "NVIDIA Corporation", - "Viewpoint Diversity Score Business Index", - "NVIDIA", - "Freedom at Work", - "The Wall Street Journal", - "President Trump", - "EEOC", - "DOJ", - "Board of Directors", - "American Conservative Values ETF", - "Students for Fair Admission v. Harvard", - "Groff v DeJoy", - "City of St. Louis v. Muldrow", - "Ames v. Ohio Department of Youth Services" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 84, - "artifact_ref": "page_citation_assets/page-84.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 85, - "artifact_ref": "page_citation_assets/page-85.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a7a1bcba-2fc1-5774-8266-78aa7a9101ad", - "type": "page", - "content": "Proposal 7—Stockholder Proposal: Greenhouse Gas Emissions Disclosure\nWhat am I voting on? A stockholder proposal to requesting a report disclosing GHG emissions from the use of the \nCompany’s sold products.\nVote required: A majority of the shares present, in person or represented by proxy, and entitled to vote on this matter. \nEffect of abstentions: Same as a vote AGAINST. \nEffect of broker non-votes: None. \nBelow is a stockholder proposal and supporting statement of the stockholder proponent, for which we and our Board \naccept no responsibility. This stockholder proposal is required to be voted upon at the 2026 Meeting only if properly \npresented. Our Board opposes adoption of this stockholder proposal and recommends that you vote AGAINST Proposal \n7. Green Century Capital Management, Inc. has notified us of its intent to present the following proposal at the 2026 \nMeeting. Mercy Investment Services, Inc. is a co-filer for this proposal.\nStockholder Proposal and Supporting Statement  \nProposal 7 – Greenhouse Gas Emissions Disclosure\nWhereas: Climate change poses macroeconomic risks that can depress returns for long-term diversified investors. Severe \nweather accounted for a record 21 billion-dollar disasters in 2025.1\nIn its 10-K, NVIDIA acknowledges that “climate change, its impact on our supply chain and critical infrastructure \nworldwide…may disrupt our business and cause us to experience higher attrition, losses and costs.”2 One-third of \nsemiconductor supply could be at risk within a decade unless the industry adapts to manage climate risks.3\nMeanwhile, energy-intensive artificial intelligence (AI) is compounding climate risk. Goldman Sachs research forecasts \ndata centers’ global power demand will increase 50% by 2027, and the rate of U.S. AI growth is expected to emit an \nadditional 24 to 44 million metric tons of carbon dioxide by 2030.4\nNVIDIA plays a key role in the expansion of AI through designing AI chips, systems, and software.\nWhile NVIDIA set 2030 targets to reduce absolute greenhouse gas emissions (GHG) emissions from electricity usage and \nemissions intensity from use of its sold products, in the proponent’s opinion, NVIDIA’s progress toward mitigating climate \nrisk through real world achievement of GHG emissions reductions is difficult to assess.\nFor instance, NVIDIA reported zero market-based electricity emissions as a part of its overall operational emissions in \nFY25, partly due to contracting renewable energy projects across the grid. Meanwhile, it also disclosed a separate \nincrease in location-based electricity emissions from the energy it drew from the local power grid.5 Additionally, the \ncompany’s total absolute emissions nearly doubled between fiscal years 2024 and 2025.6\nFurthermore, NVIDIA’s reported GHG inventory does not include use of its sold products. These emissions are likely a \nsignificant contributor to the company’s GHG footprint based on peer comparison7 and represent a key metric for \ntracking emissions reductions.\nPeers AMD, Intel, Onsemi, and NXP have committed to reporting or already published more detailed climate disclosures \nthat include:\n•\nAbsolute emissions from use of sold products and initiatives to reduce them;\n•\nThird-party validation and increased criteria for renewable energy projects;\n•\nEmissions pathways to 2030, including plans to advance climate initiatives across their value chains.\nBy enhancing its emissions disclosures, NVIDIA will increase the legitimacy of its climate targets and better demonstrate \nclimate risk mitigation progress to investors as its business grows.\nRESOLVED: Shareholders request that NVIDIA issue a report, at reasonable cost and omitting proprietary information, \ndisclosing the GHG emissions from use of its sold products.\n67\n1 https://www.climatecentral.org/climate-matters/2025-in-review\n2 https://d18rn0p25nwr6d.cloudfront.net/CIK-0001045810/177440d5-3b32-4185-8cc8-95500a9dc783.pdf, 22\n3 https://www.pwc.com/gx/en/news-room/press-releases/2025/climate-risks-to-semiconductor-supply.html\n4 https://www.goldmansachs.com/insights/articles/ai-to-drive-165-increase-in-data-center-power-demand-by-2030; https://\nwww.npr.org/2025/11/14/nx-s1-5608188/data-center-ai-space-lizards\n5 https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf, 29\n6 https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf, 29\n7 https://www.amd.com/en/corporate/corporate-responsibility/cr-data-tables.html#environmental; https://csrreportbuilder.intel.com/\npdfbuilder/pdfs/CSR-2024-25-Full-Report.pdf, 36", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure", - "metadata": { - "length": 4632, - "summary": "This page details Proposal 7, a stockholder proposal requesting that NVIDIA disclose greenhouse gas (GHG) emissions from the use of its sold products. The document includes a supporting statement arguing that climate change poses macroeconomic risks and that NVIDIA's current disclosures are insufficient compared to peers like AMD, Intel, Onsemi, and NXP. It cites specific data points regarding climate disasters in 2025 and forecasts for AI energy demand.", - "page_nums": [ - 86 - ], - "keywords": [ - "Green Century Capital Management, Inc.", - "Mercy Investment Services, Inc.", - "NVIDIA", - "Goldman Sachs", - "AMD", - "Intel", - "Onsemi", - "NXP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 86, - "artifact_ref": "page_citation_assets/page-86.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_995ecaca-85de-53b3-bda8-a8e151618d72", - "type": "page", - "content": "SUPPORTING STATEMENT: Proponents recommend, at management’s discretion:\n•\nDisclosing emissions that account for major sources of its total GHG footprint;\n•\nConsidering GHG emissions disclosure guidance;\n•\nReporting based on reasonable emissions estimates, updated annually, and providing timelines for issuing or \ncompleting disclosures;\n•\nOutlining whether and how the company plans to achieve absolute emissions reductions.\nOpposing Statement of the Board\nOur Board recommends a vote AGAINST Proposal 7 because it is unnecessary, overly prescriptive and not in the best \ninterests of NVIDIA or our stockholders.\nThe proposal is unnecessary given NVIDIA’s history of robust climate reporting and targets, and our future disclosure \nplans\nNVIDIA’s current practices evidence a clear commitment to sustainability, climate risk management, and effective \ndisclosure. For example, NVIDIA consistently publishes highly detailed climate reporting, including in our 2025 \nSustainability Report, which is assured by our financial auditor. In addition to Scope 1 and 2 emissions, our public \nreporting includes Scope 3 emissions across eight categories, as well as disclosure on product energy efficiency, climate \nstrategy, and progress towards achieving our targets, including our success in meeting our renewable energy and supplier \nengagement targets. In 2025, we also announced significant new targets validated by the Science Based Targets initiative \n(SBTi), which include absolute Scope 1 and 2 emissions reductions and reductions in Scope 3 emissions intensity from use \nof sold GPU products. In 2025, in an effort to offer additional transparency into emissions, we also began publishing the \nmarket’s first summaries of ISO-conformant, third-party reviewed product carbon footprints for accelerated computing \nproducts. We continue to advance our climate reporting and, as discussed with the proponent, are planning further \nenhancements of our Scope 3 reporting, including emissions from the use of sold products. \nThe proposal adopts an overly prescriptive approach to highly complex disclosures\nThe Board believes NVIDIA’s management, supported by our CS team and overseen by the NCGC, is best positioned to \nmake decisions regarding the specific content and methodology of our climate disclosures. Scope 3 disclosures are \ninherently complex and subject to varied and developing calculation methodologies, levels of assurance, and credibility. \nThe difficulty of preparing reliable Scope 3 disclosures is particularly acute with respect to the fast-evolving AI computing \nindustry. Despite these considerations, the proposal attempts to replace management’s judgment regarding highly \ntechnical reporting with a broad prescriptive mandate that includes no timeframe or acknowledgement of the significant \nchallenges and judgments involved in preparing upstream emissions disclosures. \nGiven NVIDIA’s track record and reporting plans, adoption of a prescriptive approach to Scope 3 reporting methodology is \ninappropriate and unhelpful to our stockholders.\nRecommendation of the Board\nOur Board recommends that you vote AGAINST Proposal 7—Greenhouse Gas Emissions Disclosure.\n68", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure/The proposal is unnecessary given NVIDIA's history of robust climate reporting and targets, and our future disclosure plans", - "metadata": { - "length": 3185, - "summary": "This section argues that the proposal is unnecessary because NVIDIA already demonstrates a strong commitment to sustainability and climate risk management. It highlights the company's detailed reporting in its 2025 Sustainability Report, which covers Scope 1, 2, and 3 emissions across eight categories, as well as product energy efficiency and climate strategy. The text notes that new targets validated by the Science Based Targets initiative (SBTi) were announced in 2025, including absolute reductions for Scope 1 and 2 and intensity reductions for Scope 3. Additionally, it mentions the publication of ISO-conformant, third-party reviewed product carbon footprints for accelerated computing products and plans to further enhance Scope 3 reporting.", - "page_nums": [ - 87 - ], - "keywords": [ - "NVIDIA", - "Science Based Targets initiative", - "SBTi" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 87, - "artifact_ref": "page_citation_assets/page-87.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_343cebf5-6667-5fe4-aa35-5446970e728b", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure/The proposal is unnecessary given NVIDIA's history of robust climate reporting and targets, and our future disclosure plans p87]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure/The proposal adopts an overly prescriptive approach to highly complex disclosures", - "metadata": { - "length": 288, - "summary": "This section argues that the proposal is overly prescriptive regarding complex Scope 3 emissions disclosures. It asserts that NVIDIA's management, supported by its CS team and overseen by the NCGC, is best positioned to determine the specific content and methodology of climate disclosures due to the inherent complexity and evolving nature of the AI computing industry. The text contends that a broad prescriptive mandate fails to acknowledge these challenges and is inappropriate given NVIDIA's track record.", - "page_nums": [ - 87 - ], - "keywords": [ - "NVIDIA", - "CS team", - "NCGC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 87, - "artifact_ref": "page_citation_assets/page-87.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3f557496-a80c-5442-8c16-2216a6856781", - "type": "page", - "content": "Equity Compensation Plan Information\nThe number of shares that were issuable upon the vesting of outstanding RSUs and PSUs, and the number of shares that \nremained available for future issuance, under each of our equity compensation plans as of January  25, 2026, are \nsummarized below. We have not had any stock options outstanding since the end of Fiscal 2024.\nPlan Category\nNumber of securities to be \nissued upon exercise of \noutstanding options, \nwarrants, and rights (a)\nWeighted-average exercise \nprice of outstanding\noptions, warrants,\nand rights (b)\nNumber of securities remaining \navailable for future issuance under \nequity compensation plans (excluding \nsecurities reflected in column (a)) (c)\nEquity compensation plans \napproved by security holders (1)\n \n192,391,765 \n \n— \n \n3,551,257,925 (2)\nEquity compensation plans not \napproved by security holders\n \n— \n \n— \n \n— \nTotal\n \n192,391,765 \n \n3,551,257,925 \n(1)\nThis row includes our 2007 Plan and our ESPP. Under our ESPP, participants are permitted to purchase our common stock at a discount on certain \ndates through payroll deductions within a pre-determined purchase period. Accordingly, the number of shares to be issued upon exercise of \noutstanding rights under our ESPP as of January 25, 2026 is not determinable. \n(2) \nAs of January 25, 2026, (a) the number of shares that remained available for future issuance under the 2007 Plan was 1,324,516,906, and (b) the \nnumber of shares that remained available for future issuance under the ESPP was 2,226,741,019, of which up to 2,825,984 shares may be purchased \nunder the ESPP in the current purchase period which runs until August 31, 2026, based on estimated participation and contribution rates, purchase \nprices based on the applicable offering date prices, and the $25,000 limit under Section 423(b)(8) of the Internal Revenue Code.\nDuring Fiscal 2026, we granted an aggregate of 69,186,497 shares under our 2007 Plan in the form of RSUs and PSUs, \n1,041,733 of which were granted to our NEOs, 21,588 of which were granted to our non-employee directors, and \n68,123,176 of which were granted to our other employees. For this purpose, PSUs are counted in the year of grant at the \nmaximum number of shares that may become eligible to vest. Also during Fiscal 2026, an aggregate of 13,226,923 shares \nwere purchased under our ESPP, 4,655 of which were purchased by our NEOs, and 13,222,268 of which were purchased \nby our other employees. Our non-employee directors are not eligible to participate in our ESPP.\nAdditional Information\nDelinquent Section 16(a) Reports\nSection 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a \nregistered class of our equity securities to file initial reports of ownership and reports of changes in ownership of our \ncommon stock and other equity securities with the SEC. Executive officers, directors and greater than 10% stockholders \nare required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based \nsolely on a review of the copies of such reports furnished to us and written representations that no other reports were \nrequired, all Section 16(a) filing requirements applicable to individuals who were, during Fiscal 2026, our executive \nofficers, directors and greater than 10% beneficial owners were complied with. \nOther Matters\nThe Board knows of no other matters that will be presented for consideration at the 2026 Meeting. If any other matters \nare properly brought before the 2026 Meeting, it is the intention of the persons named in the accompanying proxy to \nvote on such matters in accordance with their best judgment.\nBy Order of the Board of Directors \nTimothy S. Teter \nSecretary\nMay 12, 2026\nA COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 25, 2026 AS FILED WITH \nTHE SEC IS BEING FURNISHED TO STOCKHOLDERS CONCURRENTLY HEREWITH. UPON WRITTEN REQUEST, WE WILL \nPROVIDE, WITHOUT CHARGE, AN ADDITIONAL COPY OF THE ANNUAL REPORT. STOCKHOLDERS MAY SUBMIT THEIR \nREQUESTS TO: INVESTOR RELATIONS, NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY, SANTA CLARA, \nCALIFORNIA 95051 OR TO SHAREHOLDERMEETING@NVIDIA.COM. WE WILL ALSO FURNISH A COPY OF ANY EXHIBIT \nTO THE ANNUAL REPORT ON FORM 10-K IF SPECIFICALLY REQUESTED IN WRITING.\nNVIDIA and the NVIDIA logo are either registered trademarks or trademarks of NVIDIA Corporation in the United States and \nother countries. Other company names used in this publication are for identification purposes only and may be trademarks of \ntheir respective companies.\n69", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals/Equity Compensation Plan Information", - "metadata": { - "length": 4625, - "summary": "The section titled 'Equity Compensation Plan Information' provides a table summarizing the number of securities issuable upon exercise of outstanding options, warrants, and rights as of January 25, 2026. It details that 192,391,765 shares are subject to equity compensation plans approved by security holders (specifically the 2007 Plan and ESPP), with no shares for plans not approved by security holders. The table also lists 3,551,257,925 securities remaining available for future issuance. Footnotes clarify that the ESPP allows purchase at a discount via payroll deductions and provide specific breakdowns of shares available under the 2007 Plan and ESPP. Additionally, the text describes share grants during Fiscal 2026, including 69,186,497 shares granted in RSUs and PSUs (broken down by NEOs, non-employee directors, and other employees) and 13,226,923 shares purchased under the ESPP.", - "page_nums": [ - 88 - ], - "keywords": [ - "2007 Plan", - "ESPP", - "January 25, 2026", - "Fiscal 2026", - "NEOs", - "non-employee directors", - "other employees" - ], - "connect_to": [ - { - "target": "asset_7f7d6dac-d58e-54ea-bb17-1ead5b36bf74", - "relation": "embeds", - "ref": "[tables/table_page_88_1.html]" - } - ], - "page_assets": [ - { - "page_num": 88, - "artifact_ref": "page_citation_assets/page-88.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_f1e90222-91d8-5332-9eeb-8b17637d3b7d", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals/Equity Compensation Plan Information p88]", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Additional Information/Delinquent Section 16(a) Reports", - "metadata": { - "length": 118, - "summary": "This section explains that Section 16(a) of the Exchange Act requires executive officers, directors, and beneficial owners of more than 10% of equity securities to file reports with the SEC. It states that, based on a review of furnished forms and written representations, all such filing requirements applicable to these individuals during Fiscal 2026 were complied with.", - "page_nums": [ - 88 - ], - "keywords": [ - "Section 16(a)", - "Exchange Act", - "SEC", - "Fiscal 2026" - ], - "connect_to": [ - { - "target": "asset_7f7d6dac-d58e-54ea-bb17-1ead5b36bf74", - "relation": "related", - "ref": "[tables/table_page_88_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals/Equity Compensation Plan Information" - } - ], - "page_assets": [ - { - "page_num": 88, - "artifact_ref": "page_citation_assets/page-88.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8395493a-288d-5706-b72f-42d8cd934119", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals/Equity Compensation Plan Information p88]\n\nUNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549\n____________________________________________________________________________________________\nFORM 10-K \n☒\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\nFor the fiscal year ended January 25, 2026\nOR\n☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\nCommission file number: 0-23985 \n \n \nNVIDIA CORPORATION\n(Exact name of registrant as specified in its charter)\n \nDelaware\n94-3177549\n(State or other jurisdiction of\n(I.R.S. Employer\nincorporation or organization)\nIdentification No.)\n 2788 San Tomas Expressway, Santa Clara, California \n95051\n (Address of principal executive offices)\n(Zip Code)\n \nRegistrant’s telephone number, including area code: (408) 486-2000 \nSecurities registered pursuant to Section 12(b) of the Act:\nTitle of each class\nTrading Symbol(s)\nName of each exchange on which registered\nCommon Stock, $0.001 par value per share\nNVDA\nThe Nasdaq Global Select Market\nSecurities registered pursuant to Section 12(g) of the Act:\nNone\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. \nYes ☒ No ☐\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 \nmonths (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T \n(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). \nYes ☒ No ☐\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth \ncompany. See the definitions of “large accelerated filer,\" “accelerated filer,\" “smaller reporting company,\" and \"emerging growth company\" in Rule 12b-2 of the Exchange Act.\nLarge accelerated filer\n☒\nAccelerated filer\n☐\nNon-accelerated filer\n☐\nSmaller reporting company\n☐\nEmerging growth company\n☐\nIf 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 \naccounting standards provided pursuant to Section 13(a) of the Exchange Act. \n☐\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial \nreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the \ncorrection of an error to previously issued financial statements. ☐\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the \nregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). \nYes ☐ No ☒ \nThe aggregate market value of the voting stock held by non-affiliates of the registrant as of July 25, 2025 was approximately $4.0 trillion (based on the closing sales price of \nthe registrant's common stock as reported by the Nasdaq Global Select Market on July 25, 2025). This calculation excludes 1.0 billion shares held by directors and executive \nofficers of the registrant. This calculation does not exclude shares held by such organizations whose ownership exceeds 5% of the registrant's outstanding common stock that \nhave represented to the registrant that they are registered investment advisers or investment companies registered under section 8 of the Investment Company Act of 1940.\nThe number of shares of common stock outstanding as of February 20, 2026 was 24.3 billion.\nDOCUMENTS INCORPORATED BY REFERENCE\nPortions of the registrant's Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A \nnot later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual \nReport on Form 10-K.", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Additional Information/Other Matters", - "metadata": { - "length": 5179, - "summary": "The 'Other Matters' section states that the Board is aware of no other matters to be presented for consideration at the 2026 Meeting. It further clarifies that if any other matters are properly brought before the meeting, the persons named in the accompanying proxy intend to vote on them according to their best judgment.", - "page_nums": [ - 88, - 89 - ], - "keywords": [ - "Board", - "2026 Meeting" - ], - "connect_to": [ - { - "target": "asset_7f7d6dac-d58e-54ea-bb17-1ead5b36bf74", - "relation": "related", - "ref": "[tables/table_page_88_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals/Equity Compensation Plan Information" - } - ], - "page_assets": [ - { - "page_num": 88, - "artifact_ref": "page_citation_assets/page-88.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 89, - "artifact_ref": "page_citation_assets/page-89.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b47d7f0f-47e5-58cf-983c-a05f3a5243cb", - "type": "page", - "content": "Part I\nItem 1. Business\nOur Company\nNVIDIA pioneered accelerated computing to help solve the most challenging computational problems. NVIDIA is now a \ndata center scale AI infrastructure company reshaping all industries.\nOur technology stack includes the foundational NVIDIA CUDA development platform that runs on all NVIDIA GPUs, as well \nas hundreds of domain-specific software libraries, frameworks, algorithms, software development kits, or SDKs, and \napplication programming interfaces, or APIs. This deep and broad software stack accelerates the performance and \nfacilitates the deployment of NVIDIA accelerated computing for computationally intensive workloads such as artificial \nintelligence, or AI, model training and inference, data analytics, scientific computing, robotics, and 3D graphics, with \nvertical-specific optimizations to address industries ranging from healthcare and telecom to automotive and \nmanufacturing.\nIntroduced with the Blackwell architecture, our data-center-scale offerings feature extreme co-design where the \ninfrastructure’s chips, networking, systems, software, and algorithms are holistically architected and optimized to \nmaximize performance and scale. Hundreds of thousands of GPUs can be interconnected to function as a single giant \ncomputer. This type of data center architecture and scale is needed for the development and deployment of modern AI \nand accelerated computing applications. \nThe GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it \nalso simulates human intelligence, enabling a deeper understanding of language, science, and the physical world. Its \nparallel processing capabilities, supported by tens of thousands of computing cores, are essential for deep learning \nalgorithms. This form of AI, in which software writes itself by learning from large amounts of data, can serve as the brain \nof computers, robots, and self-driving cars that can perceive, understand and reason about the world. GPU-powered AI \nsolutions are being developed by thousands of enterprises to deliver services and products that would have been \nimmensely difficult or even impossible with traditional coding. Examples include generative AI, which can create new \ncontent such as text, code, images, audio, video, molecule structures, and recommendation systems; and agentic AI \nwhere systems of AI models work in concert to automatically complete a task. \nNVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, AI models and \ntraining data sets, and services to create unique value for the markets we serve. While the computing requirements of \nthese end markets are diverse, we address them with a unified underlying programmable architecture allowing us to \nsupport several multi-billion-dollar end markets with the same underlying technology by using a variety of software \nstacks developed either internally or by third-party developers and partners. The large and growing number of developers \nand installed base across our platforms strengthens our ecosystem and increases the value of our platform for our \ncustomers.\nInnovation is at our core. We have invested over $76.7 billion in research and development since our inception, yielding \ninventions that are essential to modern computing. Our invention of the GPU in 1999 sparked the growth of the PC \ngaming market and redefined computer graphics. With our introduction of CUDA in 2006, we opened the parallel \nprocessing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for the emergence \nof modern AI. In 2012, the AlexNet neural network, trained on NVIDIA GPUs, won the ImageNet computer image \nrecognition competition, marking the “Big Bang” moment of AI. We introduced our first Tensor Core GPU in 2017, built \nfrom the ground-up for the new era of AI, and our first autonomous driving system-on-chips, or SoC, in 2018. Our \nacquisition of Mellanox in 2020 expanded our offerings to include networking, enabled our platforms to be data center \nscale, and led to the introduction of a new processor class – the data processing unit, or DPU. Over the past 5 years, we \nhave built full software stacks that run on top of our GPUs and CUDA to bring AI to the world’s largest industries, \nincluding NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, Omniverse for physical AI applications, and \nNVIDIA AI Enterprise software – essentially an operating system for enterprise AI applications. In 2023, we introduced our \nfirst data center CPU, Grace, built for giant-scale AI and high-performance computing, or HPC. In 2024, we launched the \nNVIDIA Blackwell architecture – connecting 36 Grace CPUs and 72 Blackwell GPUs in a data center scale, liquid-cooled \ndesign – for real-time trillion-parameter inference and training. In fiscal year 2026, we launched and scaled the NVIDIA \nBlackwell Ultra platform, optimized for agentic, reasoning, and physical AI. Building on the architectural breakthroughs of \nBlackwell and leveraging Dynamo inference software, it delivers a significant increase in token throughput and reduction \nin cost per token compared to the Hopper generation. More recently, in support of market development, we have \naccelerated the release cadence of our open AI model platforms including NVIDIA Nemotron for agentic AI and Cosmos \nfor physical AI. With a strong engineering culture, we drive fast, yet harmonized, product and technology innovations in all \ndimensions of computing including silicon, systems, networking, software and algorithms. More than half of our \nengineers work on software.\nAll major cloud service providers, or CSPs, AI model makers, and enterprises use our data center-scale infrastructure and \ncomputing platforms to accelerate the services and offerings they deliver to billions of end users and customers, \nincluding AI solutions and assistants, AI foundation models, advertising, search, recommendation systems, social \n4", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Company", - "metadata": { - "length": 6043, - "summary": "This page outlines NVIDIA's corporate identity as a data center-scale AI infrastructure company. It details the company's technology stack, including CUDA and domain-specific software libraries, and describes its platform strategy that unifies hardware, systems, and software to serve diverse markets like autonomous driving and healthcare. The text also chronicles key historical innovations from 1999 to 2024, such as the invention of the GPU, the introduction of Tensor Core GPUs, and the recent launch of the Blackwell architecture.", - "page_nums": [ - 92 - ], - "keywords": [ - "NVIDIA", - "Blackwell", - "CUDA", - "AlexNet", - "ImageNet", - "Mellanox", - "Grace", - "Hopper", - "NVIDIA Nemotron", - "Cosmos" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 92, - "artifact_ref": "page_citation_assets/page-92.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_edda1c25-3f40-56d8-a6d4-b37e4a8d6935", - "type": "page", - "content": "networking, data processing, online shopping, live video, and translation. AI model makers use our infrastructure and \nsoftware hosted at CSPs to develop, build and run AI models, product offerings, and services.\nEnterprises and startups across a broad range of industries use our accelerated computing platforms to build new \ngenerative and agentic AI-enabled products and services, and/or to dramatically accelerate and reduce the costs of their \nworkloads and workflows. The enterprise software industry uses them for new AI assistants, chatbots, and agents; the \ntransportation industry for autonomous driving; the healthcare industry for accelerated and computer-aided drug \ndiscovery; and the financial services industry for customer support and fraud detection.\nResearchers and developers use our computing solutions to accelerate a wide range of important applications, from \nsimulating molecular dynamics to climate forecasting. With support for 6,000 applications, NVIDIA computing enables \nsome of the most promising areas of discovery, from climate prediction to materials science and from wind tunnel \nsimulation to genomics. Including GPUs and networking, NVIDIA powers over 78% of the supercomputers on the global \nTOP500 list, including 9 of the top 10 systems on the Green500 list.\nGamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. In addition to serving the growing \nnumber of gamers, the market for PC GPUs is expanding because of the growing population of live streamers, \nbroadcasters, artists, and creators. With the advent of generative and agentic AI, we expect a broader set of PC users to \nchoose NVIDIA GPUs for running these applications locally on their PC, which is critical for privacy, latency, and cost-\nsensitive AI applications.\nProfessional artists, architects and designers use NVIDIA partner products accelerated with our GPUs and software \nplatform for a range of creative, engineering, and design use cases, such as creating visual effects in movies or designing \nbuildings and products. In addition, generative and agentic AI is expanding the market for our workstation-class GPUs, as \nmore enterprise customers develop and deploy AI applications with their data on-premises. \nHeadquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in \nDelaware in April 1998. \nOur Businesses\nWe report our business results in two segments.\nThe Compute & Networking segment includes our Data Center accelerated computing and networking platforms and AI \nsolutions and software, and Automotive platforms and autonomous and electric vehicle solutions including software.\nThe Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise \nworkstation graphics.\nOur Markets\nWe specialize in markets where our computing and AI infrastructure platforms can provide tremendous acceleration for \napplications. These platforms incorporate processors, interconnects, software, algorithms, systems, and services to \ndeliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, \nProfessional Visualization, and Automotive.\nData Center\nThe NVIDIA Data Center platform is focused on accelerating compute-intensive workloads, such as AI, data processing, \ngraphics, robotics, and scientific computing, delivering superior total cost of ownership relative to conventional CPU-only \napproaches. It is deployed in cloud, hyperscale, on-premises and edge data centers. The platform consists of data center \ncompute and networking infrastructure offerings typically delivered to customers as rack-scale systems, subsystems, or \nmodules, along with software and services.\nOur Data Center infrastructure systems include supercomputing platforms and servers, bringing together our higher \nperformance, energy efficient GPUs, CPUs, interconnects, and fully optimized AI and HPC software stacks. In addition, \nthey include a growing body of acceleration libraries, AI models and training data sets, APIs, SDKs, and domain-specific \napplication frameworks.\nOur networking offerings include NVLink interconnects and switches, end-to-end platforms for InfiniBand and Ethernet, \nconsisting of network adapters, cables, DPUs, switch chips and systems, as well as software. This has enabled us to \narchitect data center-scale computing platforms that can interconnect up to hundreds of thousands of compute nodes \nwith high-performance networking. Fueled by an expansion in AI and HPC workloads, the data center has become the new \nunit of computing, with networking as an integral part. In fiscal year 2026, we introduced NVIDIA NVLink Fusion to enable \nhyperscalers and custom ASIC designers to integrate custom CPUs and XPUs with our platform.\nOur customers include all major public and private cloud providers, AI model makers, enterprises and startups, and public \nsector entities. We work with industry leaders to help build or transform their applications and data center infrastructure. \nSome of our direct customers include original equipment manufacturers, or OEMs, original device manufacturers, or \n5", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Businesses", - "metadata": { - "length": 5193, - "summary": "The section titled 'Our Businesses' outlines NVIDIA's reporting structure, which is divided into two segments: Compute & Networking (covering Data Center platforms and Automotive solutions) and Graphics (covering GeForce GPUs for gaming/PCs and Quadro/NVIDIA RTX GPUs for enterprise workstations). It also introduces the company's focus on four key markets: Data Center, Gaming, Professional Visualization, and Automotive.", - "page_nums": [ - 93 - ], - "keywords": [ - "NVIDIA", - "Compute & Networking", - "Data Center", - "Automotive", - "Graphics", - "GeForce", - "Quadro", - "NVIDIA RTX" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 93, - "artifact_ref": "page_citation_assets/page-93.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2b7f0049-4567-5c64-9422-2b17a17aa3ab", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Businesses p93]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Data Center", - "metadata": { - "length": 82, - "summary": "This section describes the NVIDIA Data Center platform, which focuses on accelerating compute-intensive workloads like AI, graphics, and scientific computing. It details the infrastructure systems (GPUs, CPUs, interconnects), software stacks, and networking offerings (NVLink, InfiniBand, Ethernet) that enable hyperscale data center-scale platforms. The text also identifies key customers including cloud providers, AI model makers, enterprises, and public sector entities.", - "page_nums": [ - 93 - ], - "keywords": [ - "NVIDIA", - "NVLink", - "InfiniBand", - "Ethernet" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 93, - "artifact_ref": "page_citation_assets/page-93.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_0fb59152-10dc-5f13-93e2-21846a82c9b6", - "type": "page", - "content": "ODMs, system integrators and distributors which we partner with to help bring our products to market. We also have \npartnerships in automotive, healthcare, financial services, manufacturing, retail, and technology among others, to \naccelerate the adoption of AI.\nAt the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as \nthe training and inferencing of neural networks. These Data Center systems are extreme co-designed with the GPU, CPU, \nNVLink switch, DPU, NIC, and scale-out networking along with software stacks and algorithms to deliver data center-scale \ncomputing solutions.\nWhile our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of \nsoftware, including the CUDA development platform, the CUDA-X collection of acceleration libraries, AI models and \ntraining data sets, APIs, SDKs, and domain-specific application frameworks.\nIn addition to software delivered to customers as an integral part of our data center computing and networking platform, \nwe offer paid licenses to NVIDIA AI Enterprise, a comprehensive suite of enterprise-grade AI software and NVIDIA vGPU \nsoftware for graphics-rich virtual desktops and workstations.\nIn fiscal year 2025, we launched the NVIDIA Blackwell architecture, a full set of data center scale infrastructure that \nincludes GPUs, CPUs, DPUs, interconnects, switch chips and systems, and networking adapters. Blackwell excels at \nprocessing cutting edge generative AI and accelerated computing workloads with market leading performance and \nefficiency. Offered in a number of configurations, for customers across industries and a diverse set of AI and accelerated \ncomputing use cases. In fiscal year 2026, we unveiled the NVIDIA Rubin platform, which is expected to commence \nproduction shipments in the second half of fiscal year 2027. Built for agentic AI and reasoning, it excels at processing \nmulti-step problem-solving and massive long-context workflows, delivering up to a 10x reduction in cost per token \ncompared to Blackwell. \nFor physical AI, we provide an end-to-end platform spanning data center infrastructure, open models, systems, embedded \ncompute modules, and software stacks to train, simulate, and deploy advanced automation and robotics solutions.\nGaming\nGaming is the largest entertainment industry, with PC gaming as the predominant platform. Many factors propel its \ngrowth, including new high production value games, the continued rise of eSports, social connectivity and the increasing \npopularity of game streamers, modders, or gamers who remaster games, and creators.\nOur products for the gaming market include GeForce RTX GPUs for gaming desktop and laptop PCs, GeForce NOW cloud \ngaming service, as well as SoCs and development services for game consoles.\nOur gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother, \nhigher quality graphics. NVIDIA RTX features ray tracing technology for real-time, cinematic-quality rendering, and deep \nlearning super sampling, or NVIDIA DLSS, our AI technology that boosts frame rates while generating high-quality images \nfor games. RTX GPUs also feature NVIDIA tensor core technology making them well suited to accelerate a new generation \nof on-device AI applications. \nIn fiscal year 2025, we announced the NVIDIA Blackwell GeForce RTX 50 Series family of desktop and laptop GPUs. The \nBlackwell architecture introduced neural graphics which combines AI models with traditional rendering to boost game \nperformance, image quality, and interactivity, as well as the next generation of our DLSS technology powered by a new \ntransformer model architecture. In fiscal year 2026, we launched and scaled Blackwell architecture for gaming and \nGeForce NOW.\nProfessional Visualization\nWe serve the Professional Visualization market by working closely with independent software vendors, or ISVs, to \noptimize their offerings for NVIDIA GPUs. Our GPU computing platform enhances productivity and introduces new \ncapabilities for critical workflows in many fields, such as design, engineering, and digital content creation across a wide \nrange of industry verticals. Additionally, the increasing number of generative and agentic AI applications is giving rise to \nthe need for the enhanced AI and data processing capabilities of our RTX PRO GPUs.\nMany leading 3D design and content creation applications developed by our ecosystem partners support RTX, allowing \nprofessionals to accelerate and transform their workflows with NVIDIA RTX PRO GPUs and software. As these \napplications increasingly integrate AI, these GPUs are used and leverage the same Tensor Core technology found in our \nData Center solutions. \nAutomotive\nAutomotive is comprised of platform solutions for automated driving from the cloud to the car. Leveraging our \ntechnology leadership in AI and building on long-standing relationships across several hundred automotive ecosystem \npartners, we are delivering a full stack end-to-end solution for the AV market under the DRIVE Hyperion platform. This \nplatform consists of development infrastructure, high-performance, energy efficient DRIVE AGX computing hardware \n6", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Gaming", - "metadata": { - "length": 5261, - "summary": "The section describes the gaming market, highlighting growth drivers like eSports and game streamers. It details NVIDIA's product offerings including GeForce RTX GPUs for desktops and laptops, GeForce NOW cloud service, and SoCs for consoles. Key technologies mentioned are ray tracing, DLSS (Deep Learning Super Sampling), and Tensor Core technology. The text also notes the announcement of the Blackwell GeForce RTX 50 Series in fiscal year 2025.", - "page_nums": [ - 94 - ], - "keywords": [ - "NVIDIA", - "GeForce RTX", - "GeForce NOW", - "DLSS", - "Blackwell", - "RTX 50 Series" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 94, - "artifact_ref": "page_citation_assets/page-94.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ff2f5971-9255-5093-ba7a-87c5852f84b2", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Gaming p94]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Professional Visualization", - "metadata": { - "length": 86, - "summary": "This section describes NVIDIA's presence in the Professional Visualization market, focusing on partnerships with independent software vendors (ISVs) to optimize GPU offerings for design, engineering, and digital content creation. It highlights the role of RTX PRO GPUs and Tensor Core technology in enhancing productivity and supporting generative AI applications.", - "page_nums": [ - 94 - ], - "keywords": [ - "NVIDIA", - "ISV", - "RTX PRO" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 94, - "artifact_ref": "page_citation_assets/page-94.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7f8b4d1c-22f6-5fd9-9a2c-c1423af4ea2b", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Gaming p94]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Automotive", - "metadata": { - "length": 86, - "summary": "The section describes NVIDIA's automotive solutions, focusing on platform solutions for automated driving that span from the cloud to the car. It highlights the company's leadership in AI and its full-stack end-to-end solution for the autonomous vehicle (AV) market under the DRIVE Hyperion platform. The platform includes development infrastructure, high-performance computing hardware like the energy-efficient DRIVE AGX, and leverages long-standing relationships with hundreds of ecosystem partners.", - "page_nums": [ - 94 - ], - "keywords": [ - "NVIDIA", - "DRIVE Hyperion", - "DRIVE AGX" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 94, - "artifact_ref": "page_citation_assets/page-94.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_80b694d9-9881-52e9-aa8e-73cb56780b59", - "type": "page", - "content": "running an in-vehicle operating system (DRIVE OS), a reference sensor set that supports full self-driving capability as well \nas an open, modular DRIVE software platform for autonomous driving, mapping, and parking services, and intelligent in-\nvehicle experiences.\nBusiness Strategies\nNVIDIA’s key strategies that shape our overall business approach include:\nAdvancing the NVIDIA accelerated computing platform. Our accelerated computing platform can solve complex \nproblems in significantly less time and with lower power consumption than alternative computational approaches. It can \nhelp solve problems that were previously deemed unsolvable. We work to deliver continued performance leaps that \noutpace Moore’s Law by leveraging innovation across the architecture, chip design, system, interconnect, algorithm, and \nsoftware layers. This full-stack innovation approach allows us to deliver order-of-magnitude performance advantages \nrelative to legacy approaches in our target markets, which include Data Center, Gaming, Professional Visualization, and \nAutomotive. While the computing requirements of these end markets are diverse, we address them with a unified \nunderlying architecture leveraging our GPUs, CPUs, CUDA and networking technologies as the fundamental building \nblocks. The programmable nature of our architecture allows us to make leveraged investments in research and \ndevelopment: we can support several multi-billion-dollar end markets with shared underlying technology by using a \nvariety of software stacks developed either internally or by third-party developers and partners. We utilize this platform \napproach in each of our target markets.\nExtending our technology and platform leadership in AI. We provide a complete, end-to-end accelerated computing \nplatform for AI, addressing both training and inferencing. This includes full-stack data center-scale compute and \nnetworking solutions across processing units, interconnects, systems, and software. Our compute solutions include all \nthree major processing units in AI servers – GPUs, CPUs, and DPUs. GPUs are uniquely suited to AI, and we will continue to \nadd AI-specific features to our GPU architecture to further extend our leadership position.\nIn addition, we offer NVIDIA AI Enterprise—a comprehensive software suite designed to simplify the development and \ndeployment of production-grade, end-to-end generative AI applications. NVIDIA AI Enterprise includes: NVIDIA NIM, which \nincreases token throughput using industry-leading open and proprietary models; NVIDIA NeMo, a complete solution for \ncurating, fine-tuning, reinforcement learning, evaluating, and safeguarding domain-adapted models; and AI Blueprints, \npre-built, runnable templates that help enterprises build, optimize, and deploy AI agents while preserving privacy. These \ntools enable organizations to securely develop and run AI applications on NVIDIA-accelerated infrastructure anywhere.\nOur AI technology leadership is reinforced by our large and expanding ecosystem. Our computing platforms are available \nfrom virtually every major server maker and CSP, as well as on our own AI supercomputers. There are over 7.5 million \ndevelopers worldwide using CUDA and our other software tools to help deploy our technology in our target markets. We \nare the leader in accelerating and releasing open AI models which enterprises, sovereigns, and startups can leverage to \ndevelop and run applications on our platform. We evangelize AI through partnerships with hundreds of universities and \ntens of thousands of startups through our Inception program. Additionally, our Deep Learning Institute provides \ninstruction on the latest techniques on how to design, train, and deploy neural networks in applications using our \naccelerated computing platform.\nExtending our technology and platform leadership in computer graphics. We believe that computer graphics infused \nwith AI is fundamental to the continued expansion and evolution of computing. We apply our research and development \nresources to enhance the user experience for consumer entertainment and professional visualization applications and \ncreate new virtual world and simulation capabilities. Our technologies are instrumental in driving the gaming, design, and \ncreative industries forward, as developers leverage our libraries and algorithms to deliver an optimized experience on our \nGeForce and NVIDIA RTX platforms. Our computer graphics platforms leverage AI end-to-end, from the developer tools \nand cloud services to the Tensor Cores included in all RTX-class GPUs. Blackwell GPUs’ advanced AI and neural rendering \ncapabilities combined with NVIDIA’s world-class AI software stacks significantly accelerate AI workloads running locally on \nPCs. Omniverse is real-time 3D design collaboration and virtual world simulation software that empowers artists, \ndesigners, and creators to connect and collaborate in leading design applications.\nAdvancing the leading autonomous vehicle platform. We believe the advent of autonomous vehicles, or AV, and electric \nvehicles, or EV, is revolutionizing the transportation industry. The algorithms required for autonomous driving - such as \nreasoning, perception, localization, and planning - are too complex for legacy hand-coded approaches and will use multiple \nneural networks instead. Therefore, we provide an AI-based hardware and software solution, designed and implemented \nfrom the ground up based on automotive safety standards, for the AV and EV market under the DRIVE brand, which we \nare bringing to market through our partnerships across the transportation industry including with automotive OEMs, \nmobility service providers, robotaxis, tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based \nhardware required to train the neural networks before their in-vehicle deployment, as well as to re-simulate their \noperation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end \napproach will enable the transportation industry to solve the complex problems arising from the shift to autonomous \ndriving.\n7", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the NVIDIA accelerated computing platform.", - "metadata": { - "length": 6147, - "summary": "This section outlines NVIDIA's strategy to advance its accelerated computing platform by delivering performance leaps that outpace Moore's Law through innovation across architecture, chip design, and software. It highlights a full-stack approach targeting Data Center, Gaming, Professional Visualization, and Automotive markets using GPUs, CPUs, CUDA, and networking technologies. The text also details the company's leadership in AI with solutions like NVIDIA AI Enterprise (NIM, NeMo, Blueprints), an expanding ecosystem of 7.5 million developers, and initiatives like the Inception program and Deep Learning Institute.", - "page_nums": [ - 95 - ], - "keywords": [ - "NVIDIA", - "DRIVE OS", - "Moore's Law", - "Data Center", - "Gaming", - "Professional Visualization", - "Automotive", - "CUDA", - "NVIDIA AI Enterprise", - "NVIDIA NIM", - "NVIDIA NeMo", - "AI Blueprints", - "Inception program", - "Deep Learning Institute" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 95, - "artifact_ref": "page_citation_assets/page-95.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_56ae9665-5582-5c9a-8406-1b5c1148d440", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the NVIDIA accelerated computing platform. p95]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Extending our technology and platform leadership in AI.", - "metadata": { - "length": 140, - "summary": "The section outlines NVIDIA's strategy to extend its leadership in AI by providing a complete, end-to-end accelerated computing platform for both training and inferencing. This includes hardware solutions like GPUs, CPUs, and DPUs, as well as the NVIDIA AI Enterprise software suite (NVIDIA NIM, NeMo, and Blueprints). The text highlights the company's expansive ecosystem, which involves over 7.5 million developers, partnerships with universities, the Inception program for startups, and the Deep Learning Institute.", - "page_nums": [ - 95 - ], - "keywords": [ - "NVIDIA", - "NVIDIA AI Enterprise", - "NVIDIA NIM", - "NVIDIA NeMo", - "CUDA", - "Inception program", - "Deep Learning Institute" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 95, - "artifact_ref": "page_citation_assets/page-95.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_803e555e-0515-5dda-be59-f8228364e226", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the NVIDIA accelerated computing platform. p95]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Extending our technology and platform leadership in computer graphics.", - "metadata": { - "length": 140, - "summary": "This section outlines NVIDIA's strategy to extend its leadership in computer graphics by integrating AI into the field. It highlights the application of research and development resources to enhance user experiences in consumer entertainment and professional visualization, specifically through GeForce and NVIDIA RTX platforms. The text details how these platforms leverage AI end-to-end, including Tensor Cores in RTX-class GPUs and Blackwell GPUs' advanced capabilities for accelerating AI workloads on PCs. Additionally, it mentions Omniverse as a real-time 3D design collaboration and virtual world simulation software.", - "page_nums": [ - 95 - ], - "keywords": [ - "NVIDIA", - "GeForce", - "NVIDIA RTX", - "Blackwell", - "Omniverse" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 95, - "artifact_ref": "page_citation_assets/page-95.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b0527363-0da9-5e27-bcc2-462837ba8163", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the NVIDIA accelerated computing platform. p95]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the leading autonomous vehicle platform.", - "metadata": { - "length": 140, - "summary": "This section outlines NVIDIA's strategy for advancing its autonomous vehicle (AV) and electric vehicle (EV) platform. It explains that the complexity of algorithms required for self-driving—such as reasoning, perception, localization, and planning—necessitates AI-based solutions using neural networks rather than legacy hand-coded approaches. The company provides a comprehensive hardware and software solution under the DRIVE brand, designed from the ground up based on automotive safety standards. This solution includes GPU-based hardware for training neural networks and re-simulating operations prior to over-the-air updates. The strategy involves partnerships with various industry players including OEMs, mobility service providers, robotaxis, tier-1 suppliers, and start-ups.", - "page_nums": [ - 95 - ], - "keywords": [ - "NVIDIA", - "DRIVE" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 95, - "artifact_ref": "page_citation_assets/page-95.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_138011dc-0c4e-58b3-a516-2eb3648e8d38", - "type": "page", - "content": "Leveraging our intellectual property, or IP. We believe our IP is a valuable asset that can be accessed by our customers \nand partners through license and development agreements when they desire to build such capabilities directly into their \nown products or have us do so through a custom development. Such license and development arrangements can further \nenhance the reach of our technology.\nSales and Marketing\nOur worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-\nperformance and efficient computing platforms and software. Our sales and marketing teams, located across our global \nmarkets, work closely with customers and various industry ecosystems through our partner network. Our partner \nnetwork incorporates global, regional and specialized CSPs, OEMs, ODMs, ISVs, global system integrators, add-in board \nmanufacturers, or AIBs, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem \nparticipants.\nMembers of our sales team have technical expertise and product and industry knowledge. We also employ a team of \napplication engineers and solution architects to provide pre-sales assistance to our partner network in designing, testing, \nand qualifying system designs that incorporate our platforms. For example, our solution architects work with CSPs to \nprovide pre-sales assistance to enable our customers to optimize their hardware and software infrastructure for \ngenerative and agentic AI and LLM training and deployment. They also work with foundation model and enterprise \nsoftware developers to enable our customers to optimize the training and fine-tuning of their models and services, and \nwith enterprise end-users, often in collaboration with their global system integrator of choice, to fine-tune models and \nbuild AI applications. We believe that the depth and quality of our design support are key to improving our partner \nnetwork’s time-to-market, maintaining a high level of customer satisfaction, and fostering relationships that encourage \nour customers and partner network to use the next generation of our products within each platform.\nTo encourage the development of applications optimized for our platforms and software, we seek to establish and \nmaintain strong relationships in the software development community. Engineering and marketing personnel engage \nwith key software developers to promote and discuss our platforms, as well as to ascertain individual product \nrequirements and solve technical problems. Our developer program supports the development of AI frameworks, SDKs, \nand APIs for software applications and game titles that are optimized for our platforms. Our Deep Learning Institute \nprovides in-person and online training for developers in industries and organizations around the world to build AI and \naccelerated computing applications that leverage our platforms. \nSeasonality\nOur computing platforms serve a diverse set of markets such as data centers, gaming, professional visualization, and \nautomotive. Our desktop gaming products typically see stronger revenue in the second half of our fiscal year. Historical \nseasonality trends may not repeat.\nManufacturing \nWe utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all \nphases of the manufacturing process, including wafer fabrication, assembly, testing, and packaging. We use the expertise \nof industry-leading suppliers that are certified by the International Organization for Standardization in such areas as \nfabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of the \nsignificant costs and risks associated with owning and operating manufacturing operations. While we may directly \nprocure certain raw materials used in the production of our products, such as memory, substrates, and a variety of \ncomponents, our suppliers are responsible for procurement of most raw materials used in the production of our products. \nAs a result, we can focus our resources on product design, quality assurance, marketing, and customer support. In periods \nof growth, we may place non-cancellable inventory orders for certain product components in advance of our historical \nlead times, pay premiums, or provide deposits to secure future supply and capacity and may need to continue to do so.\nWe have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term \nmanufacturing capacity aligned with growing customer demand. While currently our supply chain is mainly concentrated \nin Asia, we are expanding into the U.S. and Latin America. We utilize foundries, such as Taiwan Semiconductor \nManufacturing Company Limited, or TSMC, and Samsung Electronics Co., Ltd., or Samsung, to produce our \nsemiconductor wafers. We purchase memory from SK Hynix Inc., Micron Technology, Inc., and Samsung. We utilize \nCoWoS technology for semiconductor packaging. We engage with independent subcontractors and contract \nmanufacturers such as Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet to perform assembly, \ntesting and packaging of our final products.\nCompetition \nThe market for our products is intensely competitive and is characterized by rapid technological change and evolving \nindustry standards. We believe that the principal competitive factors in this market are performance, breadth of product \nofferings, access to customers and partners and distribution channels, software support, conformity to industry \nstandard APIs, manufacturing capabilities, processor pricing, and total system costs. We believe that our ability to remain \ncompetitive will depend on how well we are able to anticipate the features and functions that customers and partners will \n8", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Sales and Marketing", - "metadata": { - "length": 5856, - "summary": "The section outlines the company's worldwide sales and marketing strategy, emphasizing a partner network that includes CSPs, OEMs, ODMs, ISVs, system integrators, and automotive suppliers. It details the role of technical staff like application engineers and solution architects in providing pre-sales assistance for AI and LLM deployments. Additionally, it describes efforts to build a software development community through developer programs, SDKs, APIs, and training provided by the Deep Learning Institute.", - "page_nums": [ - 96 - ], - "keywords": [ - "Deep Learning Institute" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 96, - "artifact_ref": "page_citation_assets/page-96.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_655221a0-70dc-509d-8960-744545eba8f0", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Sales and Marketing p96]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Seasonality", - "metadata": { - "length": 87, - "summary": "The section explains that the company's computing platforms serve diverse markets including data centers, gaming, professional visualization, and automotive. It notes that desktop gaming products typically generate stronger revenue in the second half of the fiscal year and warns that historical seasonality trends may not repeat.", - "page_nums": [ - 96 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 96, - "artifact_ref": "page_citation_assets/page-96.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c3313d53-ecec-5c10-a586-444ca968c1e7", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Sales and Marketing p96]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Manufacturing", - "metadata": { - "length": 87, - "summary": "The section outlines a fabless manufacturing strategy where the company partners with key suppliers for wafer fabrication, assembly, testing, and packaging. It details the use of industry-leading suppliers certified by ISO standards to manage quality and reliability while avoiding capital costs associated with owning operations. The text highlights efforts to expand supply chain redundancy beyond Asia into the U.S. and Latin America. Specific entities mentioned include TSMC and Samsung for semiconductor wafers; SK Hynix, Micron Technology, and Samsung for memory; and Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet for assembly and packaging.", - "page_nums": [ - 96 - ], - "keywords": [ - "International Organization for Standardization", - "Taiwan Semiconductor Manufacturing Company Limited", - "TSMC", - "Samsung Electronics Co., Ltd.", - "Samsung", - "SK Hynix Inc.", - "Micron Technology, Inc.", - "Hon Hai Precision Industry Co., Ltd.", - "Wistron Corporation", - "Fabrinet" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 96, - "artifact_ref": "page_citation_assets/page-96.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b92eb047-e076-5e05-a3a2-e3e78c7f0328", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Sales and Marketing p96]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Competition", - "metadata": { - "length": 87, - "summary": "The section titled 'Competition' describes the market for the company's products as intensely competitive, characterized by rapid technological change and evolving industry standards. It outlines principal competitive factors such as performance, product breadth, customer access, software support, API conformity, manufacturing capabilities, pricing, and total system costs. The text concludes by stating that remaining competitive depends on anticipating future customer and partner needs.", - "page_nums": [ - 96 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 96, - "artifact_ref": "page_citation_assets/page-96.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9de76681-edd6-5649-8a0f-14008f3d8b3a", - "type": "page", - "content": "demand and whether we are able to deliver consistent volumes of our products at acceptable levels of quality and at \ncompetitive prices. We expect competition to increase from both existing competitors and new market entrants with \nproducts that may be lower priced than ours or may provide better performance or additional features not provided by \nour products. In addition, it is possible that new competitors or alliances among competitors could emerge and acquire \nsignificant market share.\nA significant source of competition comes from companies that provide or intend to provide GPUs, CPUs, DPUs, \nembedded SoCs, and other accelerated, AI computing processor products, and providers of semiconductor-based high-\nperformance interconnect products based on InfiniBand, Ethernet, Fibre Channel, and proprietary technologies. Some of \nour competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be \nmore able to adapt to customers or technological changes. We expect an increasingly competitive environment in the \nfuture.\nOur current competitors include:\n•\nsuppliers and licensors of hardware and software for discrete and integrated GPUs, custom chips and other \naccelerated computing solutions, including solutions offered for AI, such as Advanced Micro Devices, Inc., or \nAMD, Huawei Technologies Co. Ltd., or Huawei, and Intel Corporation, or Intel;\n•\nlarge cloud services companies with internal teams designing hardware and software that incorporate \naccelerated or AI computing functionality as part of their internal solutions or platforms, such as Alibaba Group, \nAlphabet Inc., Amazon, Inc., or Amazon, Baidu, Inc., Huawei, and Microsoft Corporation, or Microsoft;\n•\nsuppliers of Arm-based CPUs and companies that incorporate hardware and software for CPUs as part of their \ninternal solutions or platforms, such as Amazon, Huawei, and Microsoft;\n•\nsuppliers of hardware and software for SoC products that are used in servers or embedded into automobiles, \nautonomous machines, and gaming devices, such as Ambarella, Inc., AMD, Broadcom, Intel, Qualcomm \nIncorporated, Renesas Electronics Corporation, and Samsung, or companies with internal teams designing SoC \nproducts for their own products and services, such as Tesla, Inc.; and\n•\nnetworking products consisting of switches, network adapters (including DPUs), and cable solutions (including \noptical modules) include such as AMD, Arista Networks, Broadcom, Cisco Systems, Inc., Hewlett Packard \nEnterprise Company, Huawei, Intel, Lumentum Holdings Inc., and Marvell Technology, Inc, as well as internal \nteams of system vendors and large cloud services companies.\nPatents and Proprietary Rights\nWe rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure \nagreements, and licensing arrangements to protect our IP in the United States and internationally. Our currently issued \npatents have expiration dates from March 2026 to June 2045. We have numerous patents issued, allowed, and pending in \nthe United States and in foreign jurisdictions. Our patents and pending patent applications primarily relate to our \nproducts and the technology used in connection with our products. We also rely on international treaties, organizations, \nand foreign laws to protect our IP. The laws of certain foreign countries in which our products are or may be \nmanufactured or sold, including various countries in Asia, may not protect our products or IP rights to the same extent as \nthe laws of the United States. This decreased protection makes the possibility of piracy of our technology and products \nmore likely. We continuously assess whether and where to seek formal protection for innovations and technologies based \non such factors as:\n•\nthe location in which our products are manufactured;\n•\nour strategic technology or product directions in different countries;\n•\nthe degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and\n•\nthe commercial significance of our operations and our competitors' operations in particular countries and \nregions.\nWe have licensed technology from third parties and expect to continue entering such license agreements.\nGovernment Regulations\nOur worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of \nforeign governments.\nOver the past three years, we have been subject to a series of shifting and expanding export control restrictions, \nimpacting our ability to serve customers outside the United States.\n9", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Patents and Proprietary Rights", - "metadata": { - "length": 4607, - "summary": "The section outlines the company's strategy for protecting intellectual property (IP) through patents, trademarks, trade secrets, and licensing agreements. It notes that currently issued patents expire between March 2026 and June 2045. The text highlights risks regarding IP protection in foreign jurisdictions compared to the United States and lists factors used to assess where to seek formal protection, such as manufacturing location and commercial significance. Additionally, it mentions reliance on third-party licensed technology.", - "page_nums": [ - 97 - ], - "keywords": [ - "United States", - "March 2026", - "June 2045", - "Asia" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 97, - "artifact_ref": "page_citation_assets/page-97.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_562a66d2-a1e7-5bd9-9217-b7bf3d78a4bb", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Patents and Proprietary Rights p97]\n\nIn August 2022, the U.S. government, or USG, announced export restrictions and export licensing requirements targeting \nChina’s semiconductor and supercomputing industries. These restrictions impacted exports of certain chips, as well as \nsoftware, hardware, equipment and technology used to develop, produce and manufacture certain chips to China \n(including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any \nother systems or boards which incorporate A100 or H100 integrated circuits. In July 2023, the USG also informed us of an \nadditional licensing requirement for a subset of A100 and H100 products destined to certain customers and other \nregions, including some countries in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements for exports to China and Country Groups \nD:1, D:4, and D:5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of \nour products exceeding certain performance thresholds, including, but not limited to, the A100, A800, H100, H800, L4, \nL40, L40S RTX 4090, GB200 NVL72, and B200. The licensing requirements also apply to the export of products exceeding \ncertain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group \nD5, including China.\nIn April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 \ncountries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other \ncircuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. As a result of these \nrequirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess \ninventory and purchase obligations, as the demand for H20 products diminished.\nIn August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based \ncustomers. We generated approximately $60  million in H20 revenue under those licenses. USG officials expressed an \nexpectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the \nUSG did not publish a regulation codifying such requirement. \nIn February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific \nChina-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet \nknow whether any imports will be allowed into China. The license requires that the H200s go through an inspection \nprocess in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new \nlicensing program will be subject to a 25% tariff upon importation into the United States.\nIn the event that we are able to sell licensed products into the China market, we may not be able to pass along all or any \nof the tariff to our customers, and may be subject to litigation, increased costs, and a harmed competitive position. \nThe export controls applicable to China are complex and address a variety of parameters, including the total processing \nperformance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory \nbandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive \nproduct for China’s data center market that receives approval from both the USG and the Chinese government. As of the \nend of fiscal year 2026, we were effectively foreclosed from competing in China's data center computing/compute \nmarket, and our effective foreclosure from the China market helped our competitors build larger developer and customer \necosystems to challenge us worldwide. Unless we are able to return with a product that meets the approval of both the \nUSG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and \nadverse impact on our business, operating results, and financial condition. \nIn addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls \nimpacting our products, and may impose additional controls in the future.\nIn January 2025, the USG published the AI Diffusion IFR in the Federal Register. The IFR would have imposed a worldwide \nlicensing requirement on our data center products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have \ndivided the world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and \nburdensome scheme for licensing approvals.\nIn May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, \ntiming, and requirements of the forthcoming rule remain uncertain. The replacement rule may impose new restrictions on \nour products or operations and/or add license requirements that could have a material impact on our business, operating \nresults, and financial condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the NDAA. The GAIN \nAI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules, and \ncould also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump \nAdministration.\nOur competitive position has been harmed by export controls, and our competitive position and future results will be \nfurther harmed, over the long term, if the restrictions remain in place or are expanded in geographic, customer, or \nproduct scope, if customers purchase product from competitors, if customers develop their own internal solution, if we \nare unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a \ntimely manner or denies licenses to significant customers or if we incur significant transition costs. \n10", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Government Regulations", - "metadata": { - "length": 6182, - "summary": "This page details the company's competitive landscape, listing major rivals in hardware, cloud services, and networking sectors such as AMD, Intel, and Microsoft. It also outlines the company's strategy for protecting intellectual property through patents and trademarks, noting expiration dates ranging from 2026 to 2045. Finally, it briefly addresses government regulations, specifically mentioning export control restrictions affecting international operations. This page details the impact of U.S. government export restrictions on a company's semiconductor business, specifically targeting China and other regions. It outlines a timeline of regulatory changes from August 2022 through May 2025, including licensing requirements for products like A100, H100, H20, and H200 chips. The text highlights significant financial consequences, such as a $4.5 billion charge in fiscal year 2026, and discusses the competitive disadvantage caused by being foreclosed from the Chinese data center market.", - "page_nums": [ - 97, - 98 - ], - "keywords": [ - "Advanced Micro Devices, Inc.", - "AMD", - "Huawei Technologies Co. Ltd.", - "Huawei", - "Intel Corporation", - "Intel", - "Alibaba Group", - "Alphabet Inc.", - "Amazon, Inc.", - "Amazon", - "Baidu, Inc.", - "Microsoft Corporation", - "Microsoft", - "Ambarella, Inc.", - "Broadcom", - "Qualcomm Incorporated", - "Renesas Electronics Corporation", - "Samsung", - "Tesla, Inc.", - "Arista Networks", - "Cisco Systems, Inc.", - "Hewlett Packard Enterprise Company", - "Lumentum Holdings Inc.", - "Marvell Technology, Inc.", - "U.S. government", - "USG", - "China", - "Hong Kong", - "Macau", - "Russia", - "Middle East", - "Saudi Arabia", - "United Arab Emirates", - "Vietnam", - "Israel", - "United States", - "Federal Register", - "Senate", - "NDAA", - "Trump Administration", - "Biden Administration" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 97, - "artifact_ref": "page_citation_assets/page-97.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 98, - "artifact_ref": "page_citation_assets/page-98.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_659298e7-031e-58d1-898e-6fc3422253bc", - "type": "page", - "content": "The licensing process may not be resolved before significant business opportunities evaporate. Even if the USG grants \nany requested licenses, the licenses have already and may in the future be temporary, impose burdensome conditions \nregarding the installation, maintenance, and use of such products, or include financial or economic requirements that we \nor our customers or end users cannot or choose not to fulfill. The licensing requirements have already and may in the \nfuture benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support \nefforts more cumbersome and less certain and encourage customers in China, the Middle East, and other regions to \npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nAdditionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games \nmay adversely affect our Gaming revenue, and even if we are able to participate in the China data center compute market, \nincreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese \ngovernment has encouraged customers to purchase from our China-based competitors and discouraged customers from \npurchasing, importing, or using our data center products, including any China-specific product designed to comply with \nU.S. export controls.\nWhile we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in Asia, new \nand existing export controls or changes to existing export controls could limit alternative manufacturing locations and \nnegatively impact our business. Refer to “Item 1A. Risk Factors – Risks Related to Regulatory, Legal, Our Stock, and Other \nMatters” for a discussion of this potential impact.\nCompliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, \nresults of operations, or competitive position and we do not currently anticipate material capital expenditures for \nenvironmental control facilities. Compliance with existing or future governmental regulations, including, but not limited \nto, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption, \nbusiness acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, \ncompetition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety \nrequirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could further increase our \ncosts, impact our competitive position, and otherwise may have a material adverse impact on our business, financial \ncondition and results of operations in subsequent periods. Refer to “Item 1A. Risk Factors” for a discussion of these \npotential impacts.\nHuman Capital Management\nAs of the end of fiscal year 2026, we had approximately 42,000 employees in 38 countries; 31,000 were engaged in \nresearch and development and 11,000 were engaged in sales, marketing, operations, and administrative positions.\nTo execute our business strategy successfully, we focus on recruiting, developing, and retaining top global talent. \nWithin our workforce, more than 80 percent have technical roles and more than half of the workforce hold an advanced \ndegree. Our employees also help to surface top talent, with over 40 percent of our new hires in fiscal year 2026 coming \nfrom employee referrals. In fiscal year 2026, our turnover rate was 3.7 percent.\nWe invest in employee development through on-the-job trainings and tuition reimbursement programs. \nOur compensation and benefits are designed to reward performance and align employee interests with those of our \nshareholders through equity participation and comprehensive health and financial wellness programs. We also utilize \nemployee listening systems to gather feedback and maintain an inclusive culture where hiring and promotions are based \non merit.\nInformation About Our Executive Officers\nThe following sets forth certain information regarding our executive officers, their ages, and positions as of February 20, \n2026:\nName\nAge\nPosition\nJen-Hsun Huang\n63\nPresident and Chief Executive Officer\nColette M. Kress\n58\nExecutive Vice President and Chief Financial Officer\nAjay K. Puri\n71\nExecutive Vice President, Worldwide Field Operations\nDebora Shoquist\n71\nExecutive Vice President, Operations\nTimothy S. Teter\n59\nExecutive Vice President and General Counsel\nJen-Hsun Huang co-founded NVIDIA in 1993 and has served as our President, Chief Executive Officer, and a member of \nthe Board of Directors since our inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic Corporation, a \ncomputer chip manufacturer, where he held a variety of positions including as Director of Coreware, the business unit \nresponsible for LSI's SOC. From 1983 to 1985, Mr. Huang was a microprocessor designer for AMD, a semiconductor \n11", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Human Capital Management", - "metadata": { - "length": 5056, - "summary": "This section outlines the company's Human Capital Management strategy as of fiscal year 2026. It details a global workforce of approximately 42,000 employees across 38 countries, with a focus on recruiting and retaining top talent. Key statistics include that over 80% of the workforce holds technical roles, more than half possess advanced degrees, and the turnover rate was 3.7%. The company emphasizes employee development through training and tuition reimbursement, and aligns compensation with shareholder interests via equity participation and wellness programs.", - "page_nums": [ - 99 - ], - "keywords": [ - "fiscal year 2026", - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_45492aa1-98f2-5d5e-bc63-df47b1e18e40", - "relation": "embeds", - "ref": "[tables/table_page_99_1.html]" - } - ], - "page_assets": [ - { - "page_num": 99, - "artifact_ref": "page_citation_assets/page-99.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_397df0ec-dbc2-595d-a29b-62dfa78b6951", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Human Capital Management p99]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Information About Our Executive Officers", - "metadata": { - "length": 92, - "summary": "This section provides a table listing the names, ages, and positions of five executive officers as of February 20, 2026. It also includes a biographical summary for Jen-Hsun Huang, detailing his co-founding of NVIDIA in 1993 and his prior employment history at LSI Logic Corporation and AMD.", - "page_nums": [ - 99 - ], - "keywords": [ - "Jen-Hsun Huang", - "Colette M. Kress", - "Ajay K. Puri", - "Debora Shoquist", - "Timothy S. Teter", - "NVIDIA", - "LSI Logic Corporation", - "Coreware", - "AMD" - ], - "connect_to": [ - { - "target": "asset_45492aa1-98f2-5d5e-bc63-df47b1e18e40", - "relation": "related", - "ref": "[tables/table_page_99_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Human Capital Management" - } - ], - "page_assets": [ - { - "page_num": 99, - "artifact_ref": "page_citation_assets/page-99.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_158de0c9-bd58-545c-b460-cc225c07c85e", - "type": "page", - "content": "company. Mr. Huang holds a B.S.E.E. degree from Oregon State University and an M.S.E.E. degree from Stanford \nUniversity.\nColette M. Kress joined NVIDIA in 2013 as Executive Vice President and Chief Financial Officer. Prior to NVIDIA, Ms. Kress \nmost recently served as Senior Vice President and Chief Financial Officer of the Business Technology and Operations \nFinance organization at Cisco Systems, Inc., a networking equipment company, since 2010. At Cisco, Ms. Kress was \nresponsible for financial strategy, planning, reporting and business development for all business segments, engineering \nand operations. From 1997 to 2010 Ms. Kress held a variety of positions at Microsoft, a software company, including, \nbeginning in 2006, Chief Financial Officer of the Server and Tools division, where Ms. Kress was responsible for financial \nstrategy, planning, reporting and business development for the division. Prior to joining Microsoft, Ms. Kress spent eight \nyears at Texas Instruments Incorporated, a semiconductor company, where she held a variety of finance positions. Ms. \nKress holds a B.S. degree in Finance from University of Arizona and an M.B.A. degree from Southern Methodist University.\nAjay K. Puri joined NVIDIA in 2005 as Senior Vice President, Worldwide Sales and became Executive Vice President, \nWorldwide Field Operations in 2009. Prior to NVIDIA, he held positions in sales, marketing, and general management over \na 22-year career at Sun Microsystems, Inc., a computing systems company. Mr. Puri previously held marketing, \nmanagement consulting, and product development positions at Hewlett-Packard, an information technology company, \nBooz Allen Hamilton Inc., a management and technology consulting company, and Texas Instruments Incorporated. Mr. \nPuri holds a B.S.E.E. degree from the University of Minnesota, an M.S.E.E. degree from the California Institute of \nTechnology and an M.B.A. degree from Harvard Business School.\nDebora Shoquist joined NVIDIA in 2007 as Senior Vice President of Operations and in 2009 became Executive Vice \nPresident of Operations. Prior to NVIDIA, Ms. Shoquist served from 2004 to 2007 as Executive Vice President of \nOperations at JDS Uniphase Corp., a provider of communications test and measurement solutions and optical products \nfor the telecommunications industry. She served from 2002 to 2004 as Senior Vice President and General Manager of the \nElectro-Optics business at Coherent, Inc., a manufacturer of commercial and scientific laser equipment. Previously, she \nworked at Quantum Corp., a data protection company, as President of the Personal Computer Hard Disk Drive Division, \nand at Hewlett-Packard. Ms. Shoquist holds a B.S. degree in Electrical Engineering from Kansas State University and a B.S. \ndegree in Biology from Santa Clara University.\nTimothy S. Teter joined NVIDIA in 2017 as Senior Vice President, General Counsel and Secretary and became Executive \nVice President, General Counsel and Secretary in February 2018. Prior to NVIDIA, Mr. Teter spent more than two decades \nat the law firm of Cooley LLP, where he focused on litigating patent and technology related matters. Prior to attending \nlaw school, he worked as an engineer at Lockheed Missiles and Space Company, an aerospace company. Mr. Teter holds a \nB.S. degree in Mechanical Engineering from the University of California at Davis and a J.D. degree from Stanford Law \nSchool.\nAvailable Information\nOur annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, \namendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of \n1934, as amended, or the Exchange Act, are available free of charge on or through our website, http://www.nvidia.com, as \nsoon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange \nCommission, or the SEC. The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and \nother information regarding issuers that file electronically with the SEC. Our web site and the information on it or \nconnected to it are not a part of this Annual Report on Form 10-K.\nItem 1A. Risk Factors\nThe following risk factors should be considered in addition to the other information in this Annual Report on Form 10-K. The \nfollowing risks could harm our business, financial condition, results of operations or reputation, which could cause our stock \nprice to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are \nimmaterial may also harm our business, financial condition, results of operations or reputation.\nRisk Factors Summary\nRisks Related to Our Industry and Markets\n•\nFailure to meet the evolving needs of our industry and markets may adversely impact our financial results.\n•\nCompetition could adversely impact our market share and financial results.\nRisks Related to Demand, Supply, and Manufacturing\n•\nLong manufacturing lead times and uncertain supply and capacity availability, combined with a failure to \nestimate customer demand accurately has led and could lead to mismatches between supply and demand.\n12", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Available Information", - "metadata": { - "length": 5236, - "summary": "This section outlines the availability of NVIDIA's annual reports (Form 10-K), quarterly reports (Form 10-Q), and current reports (Form 8-K). It states that these documents, along with amendments, are available free of charge on the company's website (http://www.nvidia.com) or through the Securities and Exchange Commission (SEC) at http://www.sec.gov.", - "page_nums": [ - 100 - ], - "keywords": [ - "NVIDIA", - "Securities and Exchange Commission", - "SEC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 100, - "artifact_ref": "page_citation_assets/page-100.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_6fd9191f-9867-5abf-ab10-7bbb329814a3", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Available Information p100]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors Summary", - "metadata": { - "length": 90, - "summary": "This section provides a summary of risk factors for the company. It includes subsections titled 'Risks Related to Our Industry and Markets' and 'Risks Related to Demand, Supply, and Manufacturing'. The industry risks highlight potential adverse impacts on financial results due to failure to meet evolving market needs and competition affecting market share. The manufacturing risks focus on mismatches between supply and demand caused by long lead times, uncertain capacity, and inaccurate demand estimation.", - "page_nums": [ - 100 - ], - "keywords": [ - "NVIDIA", - "Securities and Exchange Commission", - "SEC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 100, - "artifact_ref": "page_citation_assets/page-100.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_6edfb466-fe91-5a22-b81f-536bba17860d", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Available Information p100]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Our Industry and Markets", - "metadata": { - "length": 90, - "summary": "This section outlines risks related to the company's industry and markets. It highlights that failure to meet evolving industry needs could adversely impact financial results, and that competition could negatively affect market share and financial performance.", - "page_nums": [ - 100 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 100, - "artifact_ref": "page_citation_assets/page-100.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_523529b2-d7ed-56b6-9f1a-8d56bd6973ad", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Available Information p100]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Demand, Supply, and Manufacturing", - "metadata": { - "length": 90, - "summary": "This section outlines the risks related to demand, supply, and manufacturing. It highlights that long manufacturing lead times, uncertain supply and capacity availability, and inaccurate customer demand estimation can lead to mismatches between supply and demand.", - "page_nums": [ - 100 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 100, - "artifact_ref": "page_citation_assets/page-100.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_1a5f0b08-7c9e-5d65-8f70-c9ff270848d0", - "type": "page", - "content": "•\nDependency on third-party suppliers and their technology to manufacture, assemble, test, or package our \nproducts reduces our control over product quantity and quality, manufacturing yields, and product delivery \nschedules and could harm our business.\n•\nDefects in our products have caused and could cause us to incur significant expenses to remediate and could \ndamage our business.\nRisks Related to Our Global Operating Business\n•\nAdverse economic conditions may harm our business.\n•\nInternational sales and operations are a significant part of our business, which exposes us to risks that could \nharm our business. \n•\nProduct, system security and data protection incidents or breaches, as well as cyber-attacks could disrupt our \noperations and adversely affect our financial condition, stock price and reputation. \n•\nBusiness disruptions could harm our operations and financial results. \n•\nClimate change may have a long-term impact on our business. \n•\nWe may not be able to realize the potential benefits of business investments or acquisitions, nor successfully \nintegrate acquisition targets. \n•\nA significant amount of our revenue stems from a limited number of partners and distributors and we have a \nconcentration of sales to customers who purchase directly or indirectly from us, and our revenue could be \nadversely affected if we lose or are prevented from selling to any of these customers. \n•\nCommercial arrangements expose us to counterparty risks, which may negatively impact our business, financial \ncondition, or results of operations.\n•\nWe may be unable to attract, retain, and motivate our executives and key employees. \n•\nModification or interruption of our business processes and information systems may disrupt our business and \ninternal controls. \n•\nOur operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are \nbelow the expectations of securities analysts or investors, our stock price could decline. \nRisks Related to Regulatory, Legal, Our Stock, and Other Matters\n•\nWe are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the \nexport of our products, which may adversely impact our business. \n•\nScrutiny regarding our corporate sustainability practices could result in financial, reputational, or operational \nharm and liability. \n•\nIssues relating to the responsible use of our technologies, including AI, may result in reputational or financial \nharm and liability. \n•\nAdequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are \nunsuccessful or if we are prohibited from making or selling our products. \n•\nWe are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations. \nThese areas could damage our reputation, deter customers, affect product design, or result in legal or regulatory \nproceedings and liability. \n•\nOur operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, \nchanges in tax laws, and other tax-related factors. \n•\nOur business is exposed to the burden and risks associated with litigation, investigations, and regulatory \nproceedings. \n•\nDelaware law, provisions in our governing documents and our agreement with Microsoft could delay or prevent a \nchange in control. \n13", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Our Global Operating Business", - "metadata": { - "length": 3383, - "summary": "This section outlines risks associated with the company's global operations, including adverse economic conditions, international sales exposure, cybersecurity threats, business disruptions, climate change impacts, and challenges in realizing investment benefits. It also highlights risks related to customer concentration, counterparty risks, employee retention, system interruptions, and stock price fluctuations due to operating results.", - "page_nums": [ - 101 - ], - "keywords": [ - "Microsoft" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 101, - "artifact_ref": "page_citation_assets/page-101.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_4d1a6d99-8e4d-5610-a696-6effeee0d78a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Our Global Operating Business p101]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Regulatory, Legal, Our Stock, and Other Matters", - "metadata": { - "length": 120, - "summary": "This section outlines risks related to regulatory, legal, and corporate governance matters. It details the company's exposure to complex laws, export restrictions, scrutiny of sustainability practices, responsible AI use, intellectual property protection costs, data privacy regulations, tax liabilities, litigation, and specific provisions in governing documents and agreements with Microsoft that could affect control changes.", - "page_nums": [ - 101 - ], - "keywords": [ - "Microsoft", - "Delaware law" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 101, - "artifact_ref": "page_citation_assets/page-101.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9f80b2b4-e366-5687-adfd-8dffa2b81e48", - "type": "page", - "content": "Risk Factors\nRisks Related to Our Industry and Markets\nFailure to meet the evolving needs of our industry and markets may adversely impact our financial results.\nOur accelerated computing platforms experience rapid changes in technology, customer requirements, competitive \nproducts, and industry standards.\nOur success depends on our ability to:\n•\ntimely identify industry changes, adapt our strategies, and develop new or enhance and maintain existing \nproducts and technologies that meet the evolving needs of our markets, including addressing unexpected shifts \nin industry standards or disruptive technological innovations that could render our products incompatible with \nthose developed by other companies; \n•\ndevelop or secure access to new products and technologies through investments in research and development; \n•\nlaunch new offerings with new business models including software, services, and cloud solutions, as well as \nsoftware-, infrastructure-, or platform-as-a-service solutions; \n•\nexpand the ecosystem for our products and technologies; \n•\nmeet evolving and prevailing customer and industry safety, security, reliability expectations, and compliance \nstandards; \n•\nmanage product and software lifecycles to maintain customer and end-user satisfaction; \n•\ndevelop, acquire, maintain, and secure access to the internal and external infrastructure needed to scale our \nbusiness, including sufficient energy for powering data centers using our products, acquisition integrations, \ncustomer support, e-commerce, IP licensing capabilities, and cloud service capacity; and\n•\ncomplete technical, financial, operational, compliance, sales and marketing investments for the above activities. \nWe have invested in research and development in markets where we have a limited operating history, which may not \nproduce meaningful revenue for several years, if at all. If we fail to develop or monetize new products and technologies, or \nif they do not become widely adopted, our financial results could be adversely affected. Obtaining design wins may \ninvolve a lengthy process and depends on our ability to anticipate and provide features and functionality that customers \nwill demand. They also do not guarantee revenue. Failure to obtain a design win may prevent us from obtaining future \ndesign wins in subsequent generations. We cannot ensure that our products and technologies will provide value to our \ncustomers and partners. If we fail any of these key success criteria, our financial results may be harmed. \nWe have entered into an intellectual property license arrangement with Groq, Inc., or Groq, that required significant, \nnonrefundable payments. Successfully incorporating the licensed technology into our architectures and product \nroadmaps requires significant engineering effort and may not occur on expected timelines or at all. The licensed \ntechnology may not achieve the desired results as designed or achieve customer or ecosystem adoption. The economic \noutcomes of this arrangement depend on our ability to translate the licensed technology into commercially viable \nproducts and services over time, and we may be unable to recover the associated costs or realize an adequate return on \nthis spend. If our efforts to use the licensed technology are delayed or unsuccessful, our business, operating results, and \nfinancial condition could be negatively impacted.\nWe entered into multi-year cloud service agreements to support our research and development activities. The timing and \navailability of these cloud services have changed and may continue to shift, impacting our revenue, expenses, and \ndevelopment timelines, and these arrangements may not deliver anticipated benefits. We also offer or plan to offer \nstandalone software solutions, including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE, and other software \nproducts. These business models or strategies may not be successful, and we may fail to sell any meaningful standalone \nsoftware or services. We may incur significant costs and may not achieve any significant revenue from these offerings.\nCompetition could adversely impact our market share and financial results.\nOur target markets remain competitive, and competition may intensify with expanding and changing product and service \nofferings, industry standards, customer and market needs, new entrants and consolidations. Our competitors’ products, \nservices and technologies, including those mentioned above in this Annual Report on Form 10-K, may be cheaper or \nprovide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected \nselling prices or demand for our products. Some of our competitors operate their own fabrication facilities, and have \nlonger operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, more design \nwins, and greater financial, sales, marketing and distribution resources than we do. These competitors may be able to \nacquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new \nmarkets and end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient \n14\n\nfoundry capacity and scarce input materials during a supply-constrained environment, which could harm our business. \nSome of our customers have in-house expertise and internal development capabilities similar to some of ours and can use \nor develop their own solutions to replace those we are providing. For example, others may offer cloud-based services that \ncompete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the \nscale necessary to meet our business objectives. If we are unable to successfully compete in this environment, demand \nfor our products, services and technologies could decrease, which may negatively impact our business.\nRisks Related to Demand, Supply, and Manufacturing\nLong manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate \ncustomer demand accurately, has led and could lead to mismatches between supply and demand.\nWe have long manufacturing lead times and build finished products and maintain inventory in advance of anticipated \ndemand. In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply \nchain, the lead times for certain supply may be extended. We have previously experienced and may continue to \nexperience extended lead times of more than 12 months. To secure future supply and capacity, we have paid premiums, \nprovided deposits, and entered into long-term supply agreements and capacity commitments, which have increased our \nproduct costs and this may continue. We may still be unable to secure sufficient commitments for capacity to address \nour business needs.\nIf we inaccurately estimate demand, or our customers change orders, as we have experienced in the past, we may not be \nable to reduce our supply commitments in time, at the same rate, or at all. Significant mismatches between supply and \ndemand have varied across our market platforms, resulted in both product shortages and excess inventory, significantly \nharmed our financial results and could reoccur. If we underestimate demand, and our foundry partners and contract \nmanufacturers are unable to increase production or provide sufficient supply, we may not be able to meet increased \ncustomer demand in a timely manner, or at all. Our reputation and customer relationships could be damaged and we \ncould lose revenue and market share. Additionally, since some of our products are part of a complex data center buildout, \nsupply constraints or availability issues with respect to any one component have had and may have a broader revenue \nimpact. For example, our ability to sell certain products has been and could be impeded if components necessary for the \nfinished products are not available from third parties.\nIf we overestimate demand, or if customers cancel or defer orders or choose to purchase from our competitors, we may \nnot be able to utilize on-hand inventory or reduce purchase commitments accordingly. We have had to reduce average \nselling prices, including due to our channel pricing programs, increase prices for certain of our products as a result of our \nsuppliers’ increase in prices, write down our inventory, incur cancellation penalties, and record impairments, and may have \nto do so in the future. The impact of these risks would be amplified by our non-cancellable and non-returnable purchase \norders placed in advance of our historical lead times and could be exacerbated if we need to make changes to the design \nof future products. These risks have increased and may continue to increase as our purchase obligations and prepaids \nhave grown and are expected to continue to grow and become a greater portion of our total supply. All of these factors \nmay negatively impact our gross margins and financial results.\nFactors that have caused and/or could in the future cause us to underestimate or overestimate demand, and impact the \ntiming and volume of our revenue, include:\n•\nchanges in product development cycles and time to market;\n•\ncompeting technologies and competitor product releases, announcements or other actions;\n•\nchanges in business and economic conditions;\n•\nsudden or sustained government lockdowns or public health issues;\n•\nrapidly changing technology or customer requirements;\n•\nthe availability of sufficient data center capacity or energy for customers to procure;\n•\nnew product introductions and transitions resulting in less demand for existing products;\n•\nnew or unexpected end-use cases;\n•\nincrease in demand for competitive products;\n•\nchanges in end-user demand;\n•\npurchasing decisions made, and inventory levels held by, distributors, ODMs, OEMs, system integrators, other \nchannel partners and other third parties;\n15\n\n•\nthe ability of developers, end customers and other third parties to build, enhance, and maintain accelerated \ncomputing applications that leverage our platforms;\n•\nthe demand for accelerated computing, AI-related cloud services, or large language models;\n•\nchanges that impact the ecosystem for the architectures underlying our products and technologies;\n•\ngovernment actions or changes in governmental policies, such as export controls, increased restrictions on \ngaming usage, or tariffs;\n•\nour customers’ and partners’ ability to secure capital and energy and to build complex datacenter infrastructure \ntimely; and\n•\nthe availability of third-party content on our platforms, such as GeForce NOW.\nThe availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers \nand partners is crucial, and any shortage of these and other necessary resources could impact our future revenue and \nfinancial performance. Expanding energy capacity to meet demand is a complex, multi-year process involving significant \nregulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-\ncapitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These \nlimitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional \nbasis. Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or \nother events. Geopolitical tensions in regions where we rely on suppliers, contract manufacturers, and assembly partners \nthat are critical to our supply continuity, could have a material adverse impact on us. Publicly announced intentions by \ngovernments or other companies to purchase our products can further complicate our demand estimates, as such \nannouncements are often non-binding and may not result in committed volumes.\nWe continue to increase our supply and capacity purchases with existing and new suppliers to support our demand \nprojections and increasing complexity of our data center products. We expect supply constraints to be a headwind to \nGaming in the first quarter of fiscal year 2027 and beyond. We have also entered and may continue to enter into prepaid \nmanufacturing and capacity agreements to supply both current and future products. The increased purchase volumes \nand integration of new suppliers and contract manufacturers into our supply chain creates more complexity in managing \nmultiple suppliers with variations in production planning, execution and logistics. Our expanding product portfolio and \nvarying component compatibility and quality may lead to increased inventory levels. We have incurred and may in the \nfuture incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for \nour products or demand declines. \nWe are increasing our U.S.-based manufacturing and investing in specialized equipment and processes to support \ndomestic production. We may experience delays or difficulties in scaling production as planned. Our ability to increase \nmanufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply \nto the required volume timely. Delays or shortfalls could impact our ability to meet demand.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our \nchannel partners prepare to ship and support new products. We are generally in various stages of transitioning the \narchitectures of our Data Center, Gaming, Professional Visualization, and Automotive products. The computing industry is \nexperiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set \nof AI opportunities. We have introduced a new product and architecture cadence of our Data Center solutions where we \nseek to complete new computing solutions each year and provide a greater variety of Data Center offerings. The \nincreased frequency of these transitions and the larger number of products and product configurations may magnify the \nchallenges associated with managing our supply and demand which may further create volatility in our revenue. \nQualification time for new products, customers anticipating product transitions, and channel partners reducing channel \ninventory of prior architectures ahead of new product introductions can reduce, or create volatility in, our revenue. \nCustomers may delay adopting new architectures if their data center infrastructure is not ready, which could affect the \ntiming of our revenue. We have experienced and may in the future experience reduced demand for current generation \narchitectures when customers anticipate transitions, and we may be unable to sell multiple product architectures at the \nsame time for current and future architecture transitions. Our financial results have been and may in the future be \nnegatively impacted if we are unable to execute our architectural transitions as planned for any reason. The increased \nfrequency and complexity of newly introduced products could result in unanticipated quality or production issues that \ncould increase the magnitude of inventory provisions, warranty, or other costs or result in product delays. For example, \nour gross margins in the second quarter of fiscal year 2025 were negatively impacted by inventory provisions for low-\nyielding Blackwell material.\nWe incur significant engineering development resources for new products, and changes to our product roadmap may \nimpact our ability to develop other products or adequately manage our supply chain cost. Customers may delay \npurchasing existing products as we increase the frequency of new products or may not be able to adopt our new \n16", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors", - "metadata": { - "length": 16018, - "summary": "This section outlines risks related to the company's industry, markets, demand, supply, and manufacturing. It highlights the challenges of meeting evolving customer needs in a rapidly changing technology landscape, including the need for continuous innovation, R&D investment, and ecosystem expansion. The text details risks associated with intellectual property licensing (specifically with Groq), cloud service agreements, and standalone software products like NVIDIA AI Enterprise and Omniverse. Furthermore, it addresses intense competition from other firms with larger resources and longer histories. A significant portion is dedicated to supply chain and manufacturing risks, such as long lead times, capacity constraints, inventory mismatches due to demand estimation errors, and geopolitical tensions affecting global suppliers.", - "page_nums": [ - 102, - 103, - 104 - ], - "keywords": [ - "Groq", - "NVIDIA AI Enterprise", - "NVIDIA Omniverse", - "NVIDIA DRIVE", - "Form 10-K", - "GeForce NOW" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 102, - "artifact_ref": "page_citation_assets/page-102.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 103, - "artifact_ref": "page_citation_assets/page-103.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 104, - "artifact_ref": "page_citation_assets/page-104.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_28b75ecc-e1f5-5f4d-aa29-8dd6002e7ca4", - "type": "page", - "content": "products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed \nprior product transitions and have sold multiple product architectures at the same time, these transitions are difficult, \nmay impair our ability to predict demand and impact our supply mix, and may cause us to incur additional costs.\nDemand estimates for our products, applications, and services can be incorrect, which may create volatility in our revenue \nor supply levels. We may not be able to generate significant revenue from them. Because our products may be used in \nmultiple use cases and applications, it is difficult to estimate with any reasonable degree of precision the impact of \naccelerated computing and AI models on our reported revenue or forecasted demand.\nThe use of our GPUs for new, mercurial, or trendy applications, has impacted and can impact in the future, demand for \nour products, including by leading to inconsistent spikes and drops in demand. For example, several years ago, our \nGaming GPUs began to be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any \nreasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of \ncryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute \ntechnologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency \nstandards and changes in the method of verifying blockchain transactions, has impacted and can in the future impact \ncryptocurrency mining and demand for our products and can further impact our ability to estimate demand for our \nproducts. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 merge in \n2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in \nthe future create increased aftermarket sales of our GPUs, which could negatively impact retail prices for our GPUs and \nreduce demand for our new GPUs. In general, our new products or previously sold products may be resold online or on the \nunauthorized “gray market,” which also makes demand forecasting difficult. Gray market products and reseller \nmarketplaces compete with our new products and distribution channels. Our inability to accurately predict our demand \nthat arises from new use cases may create volatility in our revenue.\nDependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products \nreduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could \nharm our business.\nWe depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques. \nWe do not assemble, test, or package our products, but instead contract with independent subcontractors. These \nsubcontractors assist with procuring components used in our systems, boards, and products. We face risks which have \nadversely affected or could adversely affect our ability to meet customer demand and scale our supply chain, negatively \nimpact longer-term demand for our products and services, and adversely affect our business operations, gross margin, \nrevenue and/or financial results, including:\n•\nlack of guaranteed supply of components and capacity;\n•\ndecommitment by our suppliers;\n•\npotential higher wafer and component prices resulting from incorrectly estimating demand and failing to place \norders with our suppliers with sufficient quantities or timely;\n•\nfailure by our foundries or contract manufacturers to procure raw materials or provide adequate levels of \nmanufacturing or test capacity for our products;\n•\nfailure by our foundries to develop, obtain, or successfully implement high quality process technologies, including \ntransitions to smaller geometry process technologies such as advanced process node technologies and memory \ndesigns needed to manufacture our products;\n•\nfailure by our suppliers to comply with our policies and expectations and emerging regulatory requirements;\n•\nlimited number and geographic concentration of global suppliers, foundries, contract manufacturers, assembly \nand test providers and memory manufacturers;\n•\nloss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or \nsubcontractor and commencing volume production or testing in the event of a loss, addition or change of a \nsupplier;\n•\nlack of direct control over product quantity, quality, and delivery schedules;\n•\nintegration of new suppliers and contract manufacturers creating more complexity in managing multiple \nsuppliers with variations in production planning, execution, and logistics;\n•\nsuppliers or their suppliers failing to provide high quality products and/or making changes to their products \nwithout our qualification;\n17", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.", - "metadata": { - "length": 4989, - "summary": "This page details the risks associated with demand estimation and supply chain dependencies for a technology company. It discusses how product transitions, incorrect demand forecasts, and volatility in cryptocurrency mining (specifically mentioning Ethereum) can impact revenue. The text also outlines the risks of relying on third-party suppliers and foundries for manufacturing, including potential failures to meet capacity, quality issues, and regulatory non-compliance.", - "page_nums": [ - 105 - ], - "keywords": [ - "Ethereum", - "Ethereum 2.0" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 105, - "artifact_ref": "page_citation_assets/page-105.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_339f5693-f1e9-5134-ae4d-3a4831a7fc5f", - "type": "page", - "content": "•\ndelays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our \nsubcontractors or foundries prioritize our competitors’ or other customers’ orders over ours;\n•\nrequirements to place orders that are not cancellable upon changes in demand or requirements to prepay for \nsupply in advance;\n•\nlow manufacturing yields resulting from issues in our product design or a foundry’s proprietary process \ntechnology; \n•\nsuppliers extending lead times and/or increasing costs during shortages; and\n•\ndisruptions in manufacturing, assembly and other processes due to closures related to heat waves, earthquakes, \nfires, or other natural disasters, electricity conservation efforts, pandemics, and cybersecurity incidents.\nDefects in our products have caused and could cause us to incur significant expenses to remediate, which can damage \nour reputation and cause us to lose market share.\nOur hardware and software product and service offerings are complex. They have in the past and may in the future \ncontain defects, security vulnerabilities, experience failures, or unsatisfactory performance due to issues in design, \nfabrication, packaging, materials, bugs and/or use within a system. These risks may also increase when our products are \nintroduced into new devices, markets, technologies and applications, or new versions are released, and when we rely on \npartners to supply and manufacture components that are used in our products, as these arrangements reduce our direct \ncontrol over production. AI software products that we or our partners offer rely on training data that may originate from \nthird parties and new training methods, and the resulting products may contain unknown or undetected defects and \nerrors, or reflect unintended bias. Although arrangements with component providers may contain provisions for product \ndefect expense reimbursement, we generally remain responsible to the customer for warranty product defects that may \noccur from time to time. Some failures in our products or services have been in the past and may in the future be only \ndiscovered after a product or service has been shipped or used. \nUndiscovered vulnerabilities in our products or services could result in loss of data or intangible property, or expose our \ncustomers to unscrupulous third parties who develop and deploy malicious software programs that could attack our \nproducts or services. Defects or failure of our offerings to perform to specifications could lead to substantial damage to \nthe products in which our offerings have been integrated by OEMs, ODMs, AIB manufacturers, automotive \nmanufacturers, and tier 1 automotive suppliers, and to the user of such end product. Such defects have in the past had \nan adverse effect on our cost and supply of components and finished goods and may in the future cause us to incur \nsignificant warranty, support, and repair or replacement costs as part of a product recall or otherwise, write-off the value \nof related inventory, and divert the attention of our engineering and management personnel from our product \ndevelopment efforts to find and correct the issue. Our efforts to remedy these issues may not be timely or satisfactory \nto our customers. An error or defect in new products, releases or related software drivers after commencement of \ncommercial shipments could result in failure to achieve market acceptance, loss of design wins, temporary or permanent \nwithdrawal from a product or market and harm to our relationships with existing and prospective customers and partners \nand consumers’ perceptions of our brand, which would in turn negatively impact our business operations, gross margin, \nrevenue and/or financial results. We may be required to reimburse our customers, partners or consumers, including for \ncosts to repair or replace products in the field or in connection with indemnification obligations, or pay fines imposed by \nregulatory agencies.\nIn general, if a product liability claim regarding any of our products is brought against us, even if the alleged damage is \ndue to the actions or inactions of a third party, such as within our supply chain, the cost of defending the claim could be \nsignificant and would divert the efforts of our technical and management personnel and harm our business. Further, our \nbusiness liability insurance may be inadequate or future coverage may be unavailable on acceptable terms, which could \nadversely impact our financial results.\nRisks Related to Our Global Operating Business\nAdverse economic conditions may harm our business.\nEconomic and industry uncertainty or changes, including recession or slowing growth, inflation, changes or uncertainty in \nfiscal, monetary, or trade policy, disruptions to capital markets and the banking system, currency fluctuations, higher \ninterest rates, tighter credit, lower capital expenditures by businesses, including on IT infrastructure, increases in \nunemployment, labor shortages, and lower consumer confidence and spending, global supply chain constraints, and \nglobal economic and geopolitical developments, including the implementation of tariffs by the USG or other governments, \nhave in the past and/or could in the future have adverse, wide-ranging effects on our business and financial results, \nincluding:\n•\nincreased costs for wafers, components, logistics, and other supply chain expenses, which have negatively \nimpacted our gross margin in the past and may do so in the future;\n18", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share.", - "metadata": { - "length": 5504, - "summary": "This section outlines the risks associated with defects in the company's hardware and software products. It explains that complex product offerings may contain design, fabrication, or software bugs, which can lead to security vulnerabilities, failures, or performance issues. The text highlights that reliance on third-party partners for components and training data introduces further risks of unknown defects or bias. Consequences of these defects include significant expenses for warranty claims, repairs, recalls, inventory write-offs, and legal liabilities. Additionally, product failures can damage the company's reputation, cause loss of market share, and negatively impact financial results.", - "page_nums": [ - 106 - ], - "keywords": [ - "OEMs", - "ODMs", - "AIB manufacturers" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 106, - "artifact_ref": "page_citation_assets/page-106.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2604b0ec-f77a-512f-8da9-5e812de7481b", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share. p106]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Adverse economic conditions may harm our business.", - "metadata": { - "length": 252, - "summary": "This section outlines the risks associated with adverse economic conditions, such as recession, inflation, and supply chain disruptions. It details how these factors can lead to increased costs for wafers, components, and logistics, negatively impacting gross margins.", - "page_nums": [ - 106 - ], - "keywords": [ - "USG" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 106, - "artifact_ref": "page_citation_assets/page-106.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_6f2bbff3-c0c4-5eff-8248-d9993a74cf9a", - "type": "page", - "content": "•\nincreased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have \nreduced and may in the future reduce our margins;\n•\ndecrease in demand for our products, services and technologies and those of our customers, partners or \nlicensees;\n•\nthe inability of our suppliers to deliver on their supply commitments to us and our customers’ or our licensees’ \ninability to supply products to customers and/or end users;\n•\nlimits on our ability to forecast operating results and make business decisions;\n•\nthe insolvency of key suppliers, distributors, customers, CSPs, data center providers, licensing parties or other \nthird parties we rely on;\n•\nreduced profitability of customers, which may cause them to scale back operations, exit businesses, file for \nbankruptcy protection and potentially cease operations, or lead to mergers, consolidations or strategic alliances \namong other companies, which could adversely affect our ability to compete effectively; \n•\nincreased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced \nliquidity, adverse impacts on our customers and suppliers; and\n•\nfailures of counterparties, including financial institutions and insurers, asset impairments, and declines in the \nvalue of our financial instruments. \nAdverse developments affecting financial institutions, such as bank failures or instability, or concerns or speculation \nabout similar events or risks, could lead to market-wide liquidity problems and other disruptions, which could impact our \ncustomers’ ability to fulfill their payment obligations to us, our vendors’ ability to fulfill their contractual obligations to us, \nor our ability to fulfill our own obligations.\nAdditionally, we maintain a portfolio of liquid investments for cash management purposes, including various holdings, \ntypes, and maturities. These investments are subject to general credit, liquidity, market and interest rate risks, which may \nbe exacerbated by market downturns or events that affect global financial markets, as described above. A majority of our \ninvestment portfolio comprises USG securities. A decline in global financial markets for long periods or a downgrade of \nthe USG credit rating due to an actual or threatened default on government debt could result in higher interest rates, a \ndecline in the value of the U.S. dollar, reduced market liquidity or other adverse conditions. These factors could cause an \nunrealized or realized loss position in our investments or require us to record impairment charges.\nInternational sales and operations are a significant part of our business, which exposes us to risks that could harm our \nbusiness.\nWe sell our products internationally, and we also have operations and conduct business internationally. Our \nsemiconductor wafers are manufactured, assembled, tested and packaged by third parties located outside of the United \nStates, and we generated 31% of our revenue in fiscal year 2026 from sales outside the United States. The market in \nChina, where our offerings are limited by export controls, is highly competitive and we expect it to remain competitive \ngoing forward. The global nature of our business subjects us to a number of risks and uncertainties, which have had in the \npast and could in the future have a material adverse effect on our business, financial condition and results of operations. \nThese include domestic and international economic and political conditions in countries in which we and our suppliers and \nmanufacturers do business, government lockdowns to control case spread of global or local health issues, differing legal \nstandards with respect to protection of IP and employment practices, different domestic and international business and \ncultural practices, disruptions to capital markets, counter-inflation policies, currency fluctuations, natural disasters, acts \nof war or other military actions, terrorism, public health issues, restrictions on international trade, such as tariffs, \nsanctions, and other controls on imports or exports, and catastrophic events.\nProduct, system security, and data protection incidents or breaches, as well as cyber-attacks, could disrupt our \noperations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.\nSecurity breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server \nmalfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks \nare becoming increasingly sophisticated, making it more difficult to successfully detect, defend against them or \nimplement adequate preventative measures.\nCyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-\nsupported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited \nif our backups have been affected by the attack, or if restore from backups is delayed or not feasible.\nIndividuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported \nactors, and other threat actors have engaged and are expected to continue to engage in cyber-attacks. Additionally, some \nactors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts \n19", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.", - "metadata": { - "length": 5463, - "summary": "The section details the risks associated with the company's significant international sales and operations. It highlights that semiconductor wafers are manufactured and assembled by third parties outside the United States, with 31% of fiscal year 2026 revenue generated from sales outside the U.S., particularly in China. The text outlines various global uncertainties and risks, including economic and political conditions, government lockdowns, differing legal standards regarding IP protection, currency fluctuations, natural disasters, acts of war, terrorism, public health issues, and trade restrictions such as tariffs and sanctions.", - "page_nums": [ - 107 - ], - "keywords": [ - "United States", - "China", - "fiscal year 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 107, - "artifact_ref": "page_citation_assets/page-107.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_88f71fd3-7a3a-5ef9-b5e0-914f83898cad", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/International sales and operations are a significant part of our business, which exposes us to risks that could harm our business. p107]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Product, system security, and data protection incidents or breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.", - "metadata": { - "length": 217, - "summary": "This section outlines the risks associated with product, system security, and data protection incidents or breaches. It details various cyber threats such as malware, social-engineering attacks, denial-of-service attacks, and software bugs. The text highlights that these attacks are becoming increasingly sophisticated and are often carried out by organized criminal threat actors, nation-states, and other groups using AI technology. It also notes the potential severity of ransomware attacks and the challenges in recovery if backups are compromised.", - "page_nums": [ - 107 - ], - "keywords": [ - "United States", - "China" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 107, - "artifact_ref": "page_citation_assets/page-107.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2859d658-09cb-51f3-a18a-6b1cbcb86197", - "type": "page", - "content": "and during times of war or other major conflicts, we and the third parties we rely upon may be subject to a heightened \nrisk of cyber-attacks that could materially disrupt our ability to provide services and products. We may also face \ncybersecurity threats due to error or intentional misconduct by employees, contractors or other third-party service \nproviders. Certain aspects of effective cybersecurity are dependent upon our employees, contractors and/or other third-\nparty service providers safeguarding our sensitive information and adhering to our security policies and access control \nmechanisms. We have in the past experienced, and may in the future experience, security incidents arising from a failure \nto properly handle sensitive information or adhere to our security policies and access control mechanisms, including, for \nexample, employees posting company data on third-party websites without permission, and, although no such events \nhave had a material adverse effect on our business, there can be no assurance that an insider threat or error will not \nresult in an incident that is material to us or lead to negative publicity. Furthermore, we rely on products and services \nprovided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based \ninfrastructure, encryption and authentication technology, employee email and other functions, which exposes us to \nsupply-chain attacks or other business disruptions. We cannot guarantee that third parties and infrastructure in our \nsupply chain or our partners’ supply chains have not been compromised or that they do not contain exploitable \nvulnerabilities, defects or bugs that could result in a breach of or disruption to our information technology systems, \nincluding our products and services, or the third-party information technology systems that support our services. We \nhave incorporated third-party data into some of our AI models and used open-source datasets to train our models and \nmay continue to do so. These datasets may be flawed, insufficient, or contain certain biased information, and may \notherwise decrease resilience to security incidents that may compromise the integrity of our AI outputs, leading to \npotential reputational damage, regulatory scrutiny, or adverse impacts on the performance and reliability of our products, \nwhich could, in turn, affect our partners' operations, customer trust, and our revenue. We may have limited insight into \nthe data privacy or security practices of third-party suppliers, including for our AI algorithms. Our ability to monitor these \nthird parties’ information security practices is limited, and they may not have adequate information security measures in \nplace. In addition, if one of our third-party suppliers suffers a security incident (which has happened in the past and may \nhappen in the future), our response may be limited or more difficult because we may not have direct access to their \nsystems, logs and other information related to the security incident. Additionally, we are incorporated into the supply \nchain of a large number of entities worldwide and, as a result, if our products or services are compromised, a significant \nnumber of our customers and their data could be affected, which could result in potential liability and harm our business.\nTo defend against security incidents, we must continuously engineer more secure products and enhance security and \nreliability features, which is expected to result in increased expenses. We must also continue to develop our security \nmeasures, including training programs and security awareness initiatives, designed to ensure our suppliers have \nappropriate security measures in place, and continue to meet the evolving security requirements of our customers, \napplicable industry standards, and government regulations. While we invest in training programs and security awareness \ninitiatives and take steps to detect and remediate certain vulnerabilities that we have identified, we may not always be \nable to prevent threats or detect and mitigate all vulnerabilities in our security controls, systems or software, including \nthird-party software we have installed, as such threats and techniques change frequently and may not be detected until \nafter a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures \ndesigned to address identified vulnerabilities. These vulnerabilities could result in reputational and financial harm, and if \nexploited, these vulnerabilities could result in a security incident.\nWe hold confidential, sensitive, personal and proprietary information, including information from partners and customers. \nBreaches of our security measures, along with reported or perceived vulnerabilities or unapproved dissemination of \nproprietary information or sensitive or confidential data about us or third parties, could expose us and the parties \naffected to a risk of loss, or misuse of this information, potentially resulting in litigation and subsequent liability, \nregulatory inquiries or actions, damage to our brand and reputation or other harm, including financial, to our business. For \nexample, we hold proprietary game source code from third-party partners in our GFN service. Breaches of our GFN \nsecurity measures, which have happened in the past, could expose our partners to the risk of loss or misuse of this source \ncode, damage both us and our partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely \non experience a security incident, which has occurred in the past, or are perceived to have experienced a security incident, \nwe may experience adverse consequences, including government enforcement actions, additional reporting requirements \nand/or oversight, restrictions on processing data, litigation, indemnification obligations, reputational harm, diversion of \nfunds, diversion of management attention, financial loss, loss of data, material disruptions in our systems and operations, \nsupply chain, and ability to produce, sell and distribute our goods and services, and other similar harms. Inability to fulfill \norders, delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial \nresults, stock price and reputation. We are required by certain data privacy and security obligations to notify relevant \nstakeholders, including affected individuals, customers, regulators and investors, of security incidents, and mandatory \ndisclosure of such incidents could lead to negative publicity. In addition to experiencing a security incident, third parties \nmay gather, collect or infer sensitive information about us from public sources, data brokers or other means that reveals \ncompetitively sensitive details about our organization and could be used to harm our business.\nBusiness disruptions could harm our operations, lead to a decline in revenue and increase our costs.\nFactors that have caused and/or could in the future cause disruptions to our worldwide operations include: natural \ndisasters, extreme weather conditions, power or water shortages, critical infrastructure failures, telecommunications \nfailures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military \n20", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.", - "metadata": { - "length": 7400, - "summary": "This page details the cybersecurity risks and potential business disruptions faced by the company, particularly focusing on third-party dependencies. It discusses vulnerabilities related to supply chains, AI training data, and security incidents involving partners like NVIDIA and GFN service providers. The text outlines the financial and reputational consequences of data breaches, including litigation, regulatory actions, and operational failures.", - "page_nums": [ - 108 - ], - "keywords": [ - "NVIDIA", - "GFN" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 108, - "artifact_ref": "page_citation_assets/page-108.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8022d8bf-d900-5b21-af4e-c6166373509a", - "type": "page", - "content": "actions, epidemics or pandemics, abrupt regulatory changes, and other natural or man-made disasters and catastrophic \nevents. Our corporate headquarters, a large portion of our current data center capacity, and a portion of our research and \ndevelopment activities are located in California, and other critical business operations, finished goods inventory and some \nof our suppliers are located in Asia, making our operations vulnerable to natural disasters such as earthquakes, wildfires \nor other business disruptions occurring in these geographical areas. Catastrophic events can also have an impact on \nthird-party vendors who provide us critical infrastructure services for IT and research and development systems and \npersonnel. Geopolitical and domestic political developments and other events beyond our control can increase economic \nvolatility globally. Political instability, changes in government or adverse political developments in or around any of the \nmajor countries in which we do business may harm our business, financial condition, and results of operations. Worldwide \ngeopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the \nmanufacture of our product components and final assembly of our products are concentrated may result in changing \nregulatory requirements, and other disruptions that could impact our operations and operating strategies, product \ndemand, access to global markets, hiring, and profitability. For example, other countries have restricted and may continue \nin the future to restrict business with the State of Israel, where we have engineering, sales support operations and \nmanufacturing, and companies with Israeli operations, including by economic boycotts. Our operations could be harmed \nand our costs could increase if manufacturing, logistics, or other operations are disrupted for any reason, including \nnatural disasters, high heat events, water shortages, power shortages, information technology system failures or cyber-\nattacks, military actions or economic, and business, labor, environmental, public health, or political issues. The ultimate \nimpact on us, our third-party foundries and other suppliers of being located and consolidated in certain geographical \nareas is unknown. In the event a disaster, war, or catastrophic event affects us, the third-party systems on which we rely, \nor our customers, our business could be harmed as a result of declines in revenue, increases in expenses, and substantial \nexpenditures and time spent to fully resume operations. Our business continuity and disaster recovery planning may not \nbe sufficient for all eventualities. All of these risks and conditions could materially adversely affect our future sales and \noperating results.\nWe are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and \nsafety of our approximately 6,000 employees in the region who primarily support the research and development, \noperations, and sales and marketing of our networking products. We have experienced periods where some of our \nemployees in the region have been on active military duty for an extended period, which caused limited disruption to our \nproduct development or operations. We have not experienced significant impact or expense to our business; however, if \nthe conflict is further extended or expanded, it could impact future product development, operations, and revenue or \ncreate other uncertainty for our business.\nAdditionally, interruptions or delays in services from CSPs, data center co-location partners, and other third parties on \nwhich we rely, including due to the events described above or other events such as the insolvency of these parties, could \nimpair our ability to provide our products and services and harm our business. As we increase our reliance on these third-\nparty systems and services, our exposure to damage from service interruptions, defects, disruptions, outages, shortages \nand other performance and quality problems may increase. Data centers depend on access to clean water and predictable \nenergy. Power or water shortages, land or permitting constraints, or regulations that limit energy, water, or land \navailability, could impair the ability of our customers to expand their data center capacity and consume our products and \nservices, which may in turn negatively impact our business.\nClimate change may have a long-term impact on our business.\nClimate change may have an increasingly adverse impact on our business and on our customers, partners and vendors. \nWater and energy availability and reliability in the regions where we conduct business is critical, and certain of our \nfacilities may be vulnerable to the impacts of extreme weather events. Extreme heat and wind coupled with dry \nconditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse \nimplications for our Santa Clara, California headquarter offices and data centers, including impairing the ability of our \nemployees to work effectively. Climate change, its impact on our supply chain and critical infrastructure worldwide and its \npotential to increase political instability in regions where we, our customers, partners and our vendors do business, may \ndisrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. \nAlthough we maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of \ninsurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and broad \nexclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be \nlarge, which could harm our results of operations and financial condition.\nOur business and those of our suppliers and customers is subject to sustainability-related laws, regulations and lawsuits. \nNew or proposed regulations relating to carbon taxes, fuel or energy taxes, pollution limits, sustainability-related \ndisclosure and governance and supply chain governance could result in greater direct costs, including costs associated \nwith changes to manufacturing processes or the procurement of raw materials used in manufacturing processes, \nincreased capital expenditures to improve facilities and equipment, higher compliance and energy costs to reduce \nemissions, other compliance costs, and greater indirect costs resulting from our customers and/or suppliers incurring \nadditional compliance costs that are passed on to us. These costs and restrictions could harm our business and results of \noperations by increasing our expenses or requiring us to alter our operations and product design activities. \n21", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Climate change may have a long-term impact on our business.", - "metadata": { - "length": 6838, - "summary": "This page details various risk factors affecting the company's operations, including geopolitical instability in regions like China, Hong Kong, Israel, Korea, and Taiwan, as well as potential disruptions from natural disasters and third-party vendor failures. It specifically addresses the impact of the conflict in Israel on approximately 6,000 employees and discusses how climate change may adversely affect business through extreme weather events, particularly in Northern California where the Santa Clara headquarters is located. The text also outlines risks related to sustainability laws, carbon taxes, and supply chain governance.", - "page_nums": [ - 109 - ], - "keywords": [ - "California", - "Asia", - "China", - "Hong Kong", - "Israel", - "Korea", - "Taiwan", - "Northern California", - "Santa Clara" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 109, - "artifact_ref": "page_citation_assets/page-109.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7ea93bbe-3eb8-5168-9edc-b7d100cc2d56", - "type": "page", - "content": "Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may \nface legal action or reputational harm. We may not achieve our stated sustainability-related goals, which could harm our \nreputation, or we may incur additional, unexpected costs to achieve such goals. We may also experience contractual \ndisputes due to supply chain delays arising from climate change-related disruptions, which could result in increased \nlitigation and costs.\nWe also face risks related to business trends that may be influenced by climate change concerns. Our business could be \nnegatively impacted by concerns around the high absolute energy requirements of our GPUs, despite their much more \nenergy efficient design and operation relative to alternative computing platforms.\nWe may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to \nsuccessfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or \nsell our products.\nWe acquire and invest in businesses that offer products, services and technologies that we believe will help expand or \nenhance our strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our \nability to grow our business, develop new products or sell our products and ultimately could have a negative impact on our \nfinancial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions that could \nhelp us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to delays \nand challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to \nretain critical talent from the target company, technology may evolve and make the acquisition less attractive, and other \nchanges can take place, which could reduce the anticipated benefits of the transaction and negatively impact our \nbusiness. Regulators could also impose conditions that reduce the ultimate value of our acquisitions. In addition, to the \nextent that our perceived ability to consummate acquisitions is harmed, future acquisitions may be more difficult, \ncomplex or expensive.\nOur investments in companies could create volatility and fluctuations in our results. These investments may generate \nrealized and unrealized gains or losses and we could realize losses up to the value of the investments. We have invested \nand may continue to invest in our ecosystem. Many of these companies may not achieve profitability in the near term, or \nat all, and there is no guarantee that we will realize a return on our investment. We may continue to invest in companies \nto further our strategic objectives and to support certain key business initiatives, which could be subject to delays and \nchallenges in obtaining regulatory approvals. Our investments in private companies include early-stage companies still \ndefining their strategic direction. Many of the securities in which we invest are non-marketable and illiquid at the time of \nour initial investment. To the extent any of the companies in which we invest are not successful, we could recognize an \nimpairment and/or lose all or part of our investment.\nWe are finalizing an investment and partnership agreement with OpenAI. There is no assurance that we will enter into an \ninvestment and partnership agreement with OpenAI or that a transaction will be completed.\nOur investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry \nsectors could increase our impairment losses.\nWe face additional risks related to acquisitions and strategic investments, including the diversion of capital and other \nresources, including management’s attention; difficulty in realizing a satisfactory return and uncertainties to realize the \nbenefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining governmental, regulatory \napproval or restrictions or other consents and approvals or financing; legal proceedings initiated as a result of an \nacquisition or investment; and potential failure of our due diligence processes to identify significant issues with the \nassets or company in which we are investing or are acquiring.\nAdditional risks relating to acquisitions include, but are not limited to:\n•\ndifficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and \nretaining the employees, including key personnel, of the acquired business;\n•\nassumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of \nacquired assets;\n•\nintegrating accounting, forecasting and controls, procedures and reporting cycles;\n•\ncoordinating and integrating operations, particularly in countries in which we do not currently operate;\n•\nstock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition \nor are otherwise unable to close an acquisition;\n•\npotential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, \nand compliance with debt covenants or other restrictions;\n•\nthe potential for our acquisitions to result in dilutive issuances of our equity securities;\n22", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.", - "metadata": { - "length": 5423, - "summary": "This page details the risks associated with business investments, acquisitions, and strategic partnerships. It discusses potential challenges such as integration difficulties, regulatory hurdles, financial losses from non-performing investments, and the diversion of management resources. A specific mention is made regarding a finalized investment and partnership agreement with OpenAI.", - "page_nums": [ - 110 - ], - "keywords": [ - "OpenAI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 110, - "artifact_ref": "page_citation_assets/page-110.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_aec9240b-a15c-5054-b55b-d92d1ece4c12", - "type": "page", - "content": "•\nthe potential variability of the amount and form of any performance-based consideration;\n•\nnegative changes in general economic conditions in the regions or the industries in which we or our target \noperate;\n•\nexposure to additional cybersecurity risks and vulnerabilities; and\n•\nimpairment of relationships with, or loss of our or our target’s employees, vendors and customers.\nFor example, when integrating acquisition target systems into our own, we have experienced and may continue to \nexperience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, \ndifficulties with system integration via electronic data interchange and other processes with our key suppliers and \ncustomers, and training and change management needs of integration personnel. These challenges have impacted our \nresults of operations and may continue to do so in the future.\nWe receive a significant amount of our revenue from a limited number of partners and distributors and we have a \nconcentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely \naffected if we lose or are prevented from selling to any of these customers.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, \nand this trend may continue. For fiscal year 2026, sales to one direct customer represented 22% of total revenue and \nsales to another direct customer represented 14% of total revenue, all of which were primarily attributable to the \nCompute & Networking segment. With several of these partners, we are selling multiple products and systems in our \nportfolio through their channels. Our operating results depend on sales to our partner network, as well as the ability of \nthese partners to sell products that incorporate our technologies. We have a small number of partners that are involved \nin system integration with our key customers. As our system design becomes increasingly complex, system integrators \nmay be unable to meet specifications of our key customers. Changes in our partners' or customers' business models or \ntheir ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center \nsystems to customers. In the future, these partners may decide to purchase fewer products, not to incorporate our \nproducts into their ecosystem, or to alter their purchasing patterns in some other way. Because most of our sales are \nmade on a purchase order basis, our customers can generally cancel, change, or delay product purchase commitments \nwith little notice to us and without penalty. Our partners or customers may develop their own solutions; our customers \nmay purchase products from our competitors; and our partners may discontinue sales or lose market share in the \nmarkets for which they purchase our products, all of which may alter partners’ or customers’ purchasing patterns. Many \nof our indirect customers often do not purchase directly from us but through multiple OEMs, ODMs, system integrators, \ndistributors, and other channel partners. We generate a significant amount of our revenue from a limited number of \nindirect customers, and we estimate some individually representing 10% or more of our revenue. If end demand increases \nor our finished goods supply availability is concentrated near a quarter end, the system integrators, distributors, and \nchannel partners may have limited ability to increase their credit, which could impact the timing and amount of our \nrevenue. The loss of any of our large customers, a significant reduction in purchases by them, our inability to sell to a \ncustomer due to U.S. or other countries’ trade restrictions, or any difficulties in collecting accounts receivable would likely \nharm our financial condition and results of operations. \nCommercial arrangements expose us to counterparty risks.\nWe have entered and may in the future enter into commercial arrangements, including long-term capacity purchase \nobligations and financial guarantees, and have been asked to offer financing arrangements to support our customers’ \nand partners’ buildout of datacenter infrastructure. We have not entered into any financing arrangements. Commercial \narrangements expose us to counterparty risk, including customers' or partners' inability to fulfill their financial \ncommitments and secure necessary financing or infrastructure, the occurrence of significant project delays, and \ncounterparty financial distress or insolvency, all of which may negatively impact our business, financial condition, or \nresults of operations. Financing arrangements, if undertaken, may in some circumstances result in lower upfront cash \nflows associated with extended payment terms or payment terms made over a multi-year term and may increase credit \nrisk.\nIf we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.\nTo remain competitive and successfully execute our business strategy, we must attract, retain, and motivate our \nexecutives and key employees, as well as recruit and develop exceptional talent. However, labor is subject to external \nfactors that are beyond our control, including our industry’s increasingly highly competitive market for skilled workers \nand leaders, and workforce participation rates. Changes in immigration and work permit regulations, or in their \nadministration or interpretation, could impair our ability to attract, employ and retain qualified employees. Competition \nfor talent drives up costs in the form of cash and stock-based compensation. In times of stock price volatility, as we have \nexperienced in the past and may experience in the future, the retentive value of our stock-based compensation may \ndecrease. Additionally, we are highly dependent on the services of our longstanding executive team. Failure to ensure \neffective succession planning, transfer of knowledge, and smooth transitions involving executives and key employees \ncould hinder our strategic planning, execution, and long-term success.\n23", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.", - "metadata": { - "length": 6127, - "summary": "The section details the company's reliance on a limited number of partners, distributors, and direct customers for revenue. It highlights that sales to two specific direct customers accounted for 22% and 14% of total revenue in fiscal year 2026, primarily within the Compute & Networking segment. The text outlines risks associated with this concentration, including the potential for customers to cancel orders, develop their own solutions, or purchase from competitors. It also notes exposure to indirect customers (OEMs, ODMs, system integrators) who may represent significant portions of revenue and face credit limitations.", - "page_nums": [ - 111 - ], - "keywords": [ - "fiscal year 2026", - "Compute & Networking segment" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 111, - "artifact_ref": "page_citation_assets/page-111.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_638915bc-faaf-5dfc-85ba-92c057d5186a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers. p111]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Commercial arrangements expose us to counterparty risks.", - "metadata": { - "length": 391, - "summary": "The section discusses the counterparty risks associated with commercial arrangements, including long-term capacity purchase obligations and financial guarantees. It highlights that these arrangements expose the company to risks such as customers' or partners' inability to fulfill financial commitments, project delays, and financial distress or insolvency. Additionally, it notes that financing arrangements could result in lower upfront cash flows and increased credit risk.", - "page_nums": [ - 111 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 111, - "artifact_ref": "page_citation_assets/page-111.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ffcafc6b-6322-5c83-b68a-9904a877adc3", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers. p111]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.", - "metadata": { - "length": 391, - "summary": "This section outlines the risks associated with the company's inability to attract, retain, and motivate its executives and key employees. It highlights that labor is subject to external factors beyond the company's control, such as a highly competitive market for skilled workers, immigration regulations, and workforce participation rates. The text notes that competition for talent increases costs through cash and stock-based compensation, which may lose value during periods of stock price volatility. Furthermore, it emphasizes the high dependence on the current executive team and states that failure in succession planning or knowledge transfer could hinder strategic planning and long-term success.", - "page_nums": [ - 111 - ], - "keywords": [ - "2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 111, - "artifact_ref": "page_citation_assets/page-111.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a774b25b-0216-5db7-97e2-e902c08764b3", - "type": "page", - "content": "Our business is dependent upon the proper functioning of our business processes and information systems and \nmodification or interruption of such systems may disrupt our business and internal controls.\nWe rely upon internal processes and information systems to support key business functions, including our assessment of \ninternal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation \nand scalability of these processes and systems is critical to support our growth. We continue to design and implement \nupdated accounting functionality related to a new enterprise resource planning, or ERP, system. Any ERP system \nimplementation may introduce problems, such as quality issues or programming errors, that could have an impact on our \ncontinued ability to successfully operate our business or to timely and accurately report our financial results. These \nchanges may be costly and disruptive to our operations and could impose substantial demands on management time. \nFailure to implement new or updated controls, or difficulties encountered in their implementation, could harm our \noperating results or cause us to fail to meet our reporting obligations.\nIdentification of material weaknesses in our internal controls, even if quickly remediated once disclosed, may cause \ninvestors to lose confidence in our financial statements and our stock price may decline. Remediation of any material \nweakness could require us to incur significant expenses, and if we fail to remediate any material weakness, our financial \nstatements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial \nresults on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our \nstock price may decline, and we may be subject to sanctions or investigation by regulatory authorities.\nOur operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are \nbelow the expectations of securities analysts or investors, our stock price could decline.\nOur operating results have in the past fluctuated and may continue to fluctuate due to a number of factors. Therefore, \ninvestors should not rely on our past results of operations as an indication of our future performance. Factors that could \naffect our results of operations include, but are not limited to:\n•\nour ability to adjust spending due to the multi-year development cycle for some of our products and services;\n•\nour ability to comply with our contractual obligations to customers;\n•\nour extended payment term arrangements with certain customers, the inability of some customers to make \nrequired payments, our ability to obtain credit insurance for customers with extended payment terms, and \ncustomer bad debt write-offs;\n•\nour vendors' payment requirements;\n•\nunanticipated costs associated with environmental liabilities; and\n•\nchanges in financial accounting standards or interpretations of existing standards.\nAny of these factors could prevent us from achieving our anticipated financial results. For example, we have granted and \nmay continue to grant extended payment terms to some customers, particularly during macroeconomic downturns, \nwhich could impact our ability to collect payment. Our vendors have requested and may continue to ask for shorter \npayment terms, which may impact our cash flow generation. These arrangements reduce the cash we have available for \ngeneral business operations. In addition, the pace of growth in our operating expenses and investments may lag our \nrevenue growth, creating volatility or periods where profitability levels may not be sustainable. Failure to meet our \nexpectations or the expectations of our investors or security analysts is likely to cause our stock price to decline, as it has \nin the past, or substantial price volatility.\nRisks Related to Regulatory, Legal, Our Stock and Other Matters\nWe are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export \nof our products, which may adversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not \nlimited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption, including \nthe Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls and cash repatriation restrictions; \nforeign ownership and investment; data privacy requirements; competition and antitrust; advertising; employment; \nproduct regulations; cybersecurity; environmental, health, and safety requirements; the responsible use of AI; \nsustainability; cryptocurrency; and consumer laws. Compliance with such requirements can be onerous and expensive, \ncould impact our competitive position, and may negatively impact our business operations and ability to manufacture and \nship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not \nviolate applicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with \nsuch laws, and violations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on \nthe conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations to which we are \nsubject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs, \nand/or further restrictions on our ability to manufacture and supply our products and operate our business. For example, \n24", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls.", - "metadata": { - "length": 5740, - "summary": "The section discusses the company's reliance on internal processes and information systems, including ERP systems, to support business functions and comply with Section 404 of the Sarbanes-Oxley Act. It highlights risks associated with system modifications, implementation errors, or disruptions that could harm operations and financial reporting. Additionally, it addresses the potential negative impact of identifying material weaknesses in internal controls, which could lead to loss of investor confidence, stock price decline, restatement of financial statements, and regulatory sanctions.", - "page_nums": [ - 112 - ], - "keywords": [ - "Section 404", - "Sarbanes-Oxley Act" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 112, - "artifact_ref": "page_citation_assets/page-112.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_fa63d4e7-6af9-51f4-9dc5-be67d6e19361", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls. p112]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.", - "metadata": { - "length": 287, - "summary": "This section warns that the company's operating results have fluctuated in the past and may continue to do so due to various factors, including multi-year product development cycles, contractual obligations, extended payment terms with customers, vendor payment requirements, environmental liabilities, and changes in accounting standards. It emphasizes that investors should not rely on past performance as an indicator of future results and notes that failure to meet expectations could lead to a decline in stock price.", - "page_nums": [ - 112 - ], - "keywords": [ - "Section 404", - "Sarbanes-Oxley Act" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 112, - "artifact_ref": "page_citation_assets/page-112.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3c455b50-aee7-5770-98ff-56cb597a5e6f", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls. p112]\n\nwe may face increased compliance costs as a result of changes or increases in antitrust legislation, regulation, \nadministrative rule making, increased focus from regulators on cybersecurity vulnerabilities and risks. Our position in \nmarkets relating to AI has led to increased interest in our business from regulators worldwide, including the European \nUnion, the United States, the United Kingdom, South Korea, Japan, and China. For example, the French Competition \nAuthority collected information from us regarding our business and competition in the graphics card and CSP market as \npart of an ongoing inquiry into competition in those markets. We have also received, and continue to receive, broad \nrequests for information from competition regulators in the European Union, the United States, the United Kingdom, \nChina, and South Korea regarding our sales of GPUs and other NVIDIA products, our efforts to allocate supply, foundation \nmodels and our investments, partnerships and other agreements with companies developing foundation models, the \nmarkets in which we compete and our competition, our strategies, roadmaps, and efforts to develop, market, and sell \nhardware, software, and system solutions, and our agreements with customers, suppliers, and partners. We expect to \nreceive additional requests for information in the future. Such requests have been and are likely to be expensive and \nburdensome and could negatively impact our business and our relationships with customers, suppliers, and partners.\nGovernments and regulators are also considering, and in certain cases, have imposed restrictions on the hardware, \nsoftware, and systems used to develop frontier foundation models and generative AI. For example, the EU AI Act became \neffective on August 1, 2024 and will be fully applicable after a two-year transitional period. The EU AI Act may impact our \nability to train, deploy, or release AI models in the EU. Several states are considering enacting or have already enacted \nregulations concerning AI technologies, with new state laws that took effect on January 1, 2026, which may impact our \nability to train, deploy, or release AI models, and increase our compliance costs. Restrictions under these and any other \nregulations, if implemented, could increase the costs and burdens to us and our customers, delay or halt deployment of \nnew systems using our products, and reduce the number of new entrants and customers, negatively impacting our \nbusiness and financial results. Revisions to laws or regulations or their interpretation and enforcement could also result in \nincreased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, restrictions and controls on \nimports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the \ntiming of our shipments. Additionally, changes in the public perception of governments in the regions where we operate \nor plan to operate could negatively impact our business and results of operations.\nGovernment actions, including trade protection and national and economic security policies of U.S. and foreign \ngovernment bodies, such as tariffs, import or export regulations, including deemed export restrictions and restrictions on \nthe activities of U.S. persons, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could \naffect our ability to ship products, provide services to our customers and employees, do business without an export \nlicense with entities on the U.S. Department of Commerce’s U.S. Entity List or other USG restricted parties lists (which is \nexpected to change from time to time), and generally fulfill our contractual obligations and have a material adverse effect \non our business. If we were ever found to have violated export control laws or sanctions of the U.S. or similar applicable \nnon-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available \nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial \ncondition.\nFor example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and \nexport control measures which blocked the passage of our products, services and support into Russia, Belarus, and \ncertain regions of Ukraine. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia. \nConcurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future.\nThe increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that \ntarget products and services capable of enabling or facilitating AI and may in the future result in additional restrictions \nimpacting some or all of our product and service offerings.\nConcerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns \nrelating to the misuse of AI applications, models, and solutions, has resulted in and could in the future result in unilateral \nor multilateral restrictions on products that can be used for training, modifying, tuning, and deploying LLMs and other AI \napplications. Such restrictions have limited and could in the future limit the ability of downstream customers and users \nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact \nour business and financial results.\nSuch restrictions could include additional unilateral or multilateral export controls on certain products or technology, \nincluding but not limited to AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, \nincluding GPUs and related products, are increasingly the focus of export control restrictions proposed by stakeholders in \nthe U.S. and its allies. The United States has imposed unilateral worldwide controls restricting GPUs and associated \nproducts, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and \nmay again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one \nor more markets, and could negatively impact our manufacturing, testing and warehousing locations and options, or could \nimpose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our \nbusiness, revenue and financial results. Export controls and other restrictions targeting GPUs and semiconductors \nassociated with AI, which have been imposed and are likely to be more restrictive, would further limit our ability to export \nour technology, products, or services, creating a competitive disadvantage for us and negatively impacting our business \n25\n\nand financial results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in \nthe future subject downstream users of our products to restrictions on the use, resale, repair, or transfer of our products, \nnegatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide \nservices such as NVIDIA AI cloud services and could impact the cost and/or ability for our CSPs and customers to provide \nservices to their end customers, even outside China.\nExport controls have and could in the future disrupt our supply chain and distribution channels, negatively impacting our \nability to serve demand, including in markets outside China and for our non-data center products. The possibility of \nadditional export controls has negatively impacted and may in the future negatively impact demand for our products, \nbenefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the \nexport control rules are likely to impose compliance burdens on our business and our customers, negatively and materially \nimpacting our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our \nproducts or services, negatively impacting our business and financial results. Reduced demand due to export controls has \nand could in the future lead to excess inventory or cause us to incur related supply charges. Additional unilateral or \nmultilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our \nresearch and development teams to execute our roadmap or other objectives in a timely manner. Additional export \nrestrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign \ngovernments, including China, that negatively impact our supply chain or our ability to provide our products and services \nto customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have \ninquired about our sales and efforts to supply the China market and our fulfillment of the commitments we entered at \nthe close of our Mellanox acquisition. On September 15, 2025, China’s antitrust regulators published their preliminary \nfinding that our compliance with applicable U.S. export controls, which required us to offer degraded products to the \nChinese market, discriminated unfairly against customers in the China market and therefore violated the terms of China’s \napproval of our Mellanox acquisition. If regulators conclude that we have failed to fulfill the terms of our Mellanox \nacquisition or we have violated any applicable law in China, we could be subject to financial penalties, restrictions on our \nability to conduct our business, restrictions or other orders regarding our networking business, products, and services, or \notherwise impact our operations in China, any of which could have a material and adverse impact on our business, \noperating results and financial condition.\nOver the past three years, we have been subject to a series of shifting and expanding export control restrictions, \nimpacting our ability to serve customers outside the United States.\nIn August 2022, the USG announced export restrictions and export licensing requirements targeting China’s \nsemiconductor and supercomputing industries. These restrictions impacted exports of certain chips, as well as software, \nhardware, equipment and technology used to develop, produce and manufacture certain chips to China (including Hong \nKong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or \nboards which incorporate A100 or H100 integrated circuits. \nIn July 2023, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products \ndestined to certain customers and other regions, including some countries in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements for exports to China and Country Groups \nD:1, D:4, and D:5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) \nof our products exceeding certain performance thresholds, including, but not limited to, the A100, A800, H100, H800, L4, \nL40, L40S RTX 4090, GB200 NVL72, and B200. The licensing requirements also apply to the export of products exceeding \ncertain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group \nD5, including China.\nIn April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 \ncountries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other \ncircuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. As a result of these \nrequirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess \ninventory and purchase obligations, as the demand for H20 products diminished.\nIn August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based \ncustomers. We generated approximately $60  million in H20 revenue under those licenses. USG officials expressed an \nexpectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the \nUSG did not publish a regulation codifying such requirement. \nIn February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific \nChina-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet \nknow whether any imports will be allowed into China. The license requires that the H200s go through an inspection \nprocess in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new \nlicensing program will be subject to a 25% tariff upon importation into the United States.\n26\n\nIn the event that we are able to sell licensed products into the China market, we may not be able to pass along all or any \nof the tariff to our customers, and may be subject to litigation, increased costs, and a harmed competitive position.\nThe export controls applicable to China are complex and address a variety of parameters, including the total processing \nperformance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory \nbandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive \nproduct for China’s data center market that receives approval from both the USG and the Chinese government. As of the \nend of fiscal year 2026, we were effectively foreclosed from competing in China's data center computing/compute \nmarket, and our effective foreclosure from the China market helped our competitors build larger developer and customer \necosystems to challenge us worldwide. Unless we are able to return with a product that meets the approval of both the \nUSG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and \nadverse impact on our business, operating results, and financial condition.\nIn addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls \nimpacting our products, and may impose additional controls in the future.\nIn January 2025, the USG published the AI Diffusion IFR in the Federal Register. The IFR would have imposed a worldwide \nlicensing requirement on our data center products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have \ndivided the world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and \nburdensome scheme for licensing approvals.\nIn May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, \ntiming, and requirements of the forthcoming rule remain uncertain. The replacement rule may impose new restrictions on \nour products or operations and/or add license requirements that could have a material impact on our business, operating \nresults, and financial condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the NDAA. The GAIN \nAI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules, and \ncould also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump \nAdministration.\nOur competitive position has been harmed by export controls, and our competitive position and future results will be \nfurther harmed, over the long term, if the restrictions remain in place or are expanded in geographic, customer, or \nproduct scope, if customers purchase product from competitors, if customers develop their own internal solution, if we \nare unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a \ntimely manner or denies licenses to significant customers or if we incur significant transition costs. The licensing process \nmay not be resolved before significant business opportunities evaporate. Even if the USG grants any requested licenses, \nthe licenses have already and may in the future be temporary, impose burdensome conditions regarding the installation, \nmaintenance, and use of such products, or include financial or economic requirements that we or our customers or end \nusers cannot or choose not to fulfill. The licensing requirements have already and may in the future benefit certain of our \ncompetitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome \nand less certain and encourage customers in China, the Middle East, and other regions to pursue alternatives to our \nproducts, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again \nchange the export control rules at any time and further subject a wider range of our products to export restrictions and \nlicensing requirements, negatively impacting our business and financial results. In the event of such change, we may be \nunable to sell our inventory of such products and may be unable to develop replacement products not subject to the \nlicensing requirements.\nFor example, the USG already imposed license conditions that limit the ability of foreign firms to create and offer as a \nservice large-scale GPU clusters, such as imposing license conditions on the use of products to be exported to certain \ncountries, and may impose additional conditions such as requiring chip tracking and throttling mechanisms that could \ndisable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. Such \ngovernment mandates in chip designs could introduce system vulnerabilities and expose us to significant risk and \npotential liability, negatively impact demand for our products, and could have a material impact on our business, \noperating results, and financial condition. Even if not enacted into binding legislation, draft bills have impacted and may in \nthe future negatively impact our business. For example, following U.S. legislative proposals calling for mandatory features \nin our chips, China’s government publicly questioned whether our H20 products have built-in vulnerabilities, discouraging \ncustomers from purchasing our products. We provided a public response explaining that our GPUs, including H20, do not \ninclude such built-in vulnerabilities, and will respond to any follow-up questions we receive.\nOpen-source foundation models are rapidly growing in popularity with developers worldwide. Any regulatory control or \nother restriction that limits our ability to provide products and services that support third-party applications and models, \nincluding applications built on foundation models originating in China such as DeepSeek, Qwen, or KIMMI, could have a \nmaterial impact on our business, operating results, and financial condition.\nThe USG already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls to \nrestrict additional gaming products, it may disrupt a significant portion of our supply and distribution chain and \n27", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.", - "metadata": { - "length": 19874, - "summary": "This page details various risk factors affecting the company's business operations. It discusses the dependency on internal information systems and ERP implementations, the potential impact of material weaknesses in internal controls on financial reporting, and the volatility of operating results due to factors like product development cycles and payment terms. The final section outlines risks related to regulatory compliance, including laws regarding IP, taxes, anti-corruption (FCPA), data privacy, and cybersecurity. This page details the regulatory and compliance risks facing the company, particularly regarding antitrust legislation and AI regulations in major markets like the EU, US, UK, China, and South Korea. It discusses specific laws such as the EU AI Act and export control measures related to the war in Ukraine that have impacted sales in Russia and Belarus. The text highlights how government actions, including trade protectionism and sanctions, could restrict the company's ability to sell GPUs and other semiconductor products associated with AI. This page details the impact of U.S. export controls and economic sanctions on a company's business, specifically focusing on restrictions targeting GPUs, semiconductors, and AI technologies related to China. It outlines a timeline of regulatory changes from August 2022 through February 2026, including specific product bans (A100, H100, H20) and licensing requirements for exports to China and other countries. The text also highlights risks associated with antitrust investigations in China regarding the Mellanox acquisition. This page details the adverse business impacts of complex export controls and geopolitical tensions on a technology company's operations, particularly regarding sales in China. It discusses specific US government regulations like the AI Diffusion IFR and the GAIN AI Act, as well as restrictions on data center products (H200, GB200) and gaming GPUs. The text highlights how these rules have foreclosed market access, harmed competitive positions against rivals, and introduced risks related to licensing requirements and potential vulnerabilities in chip designs.", - "page_nums": [ - 112, - 113, - 114, - 115 - ], - "keywords": [ - "Sarbanes-Oxley Act", - "Foreign Corrupt Practices Act", - "European Union", - "United States", - "United Kingdom", - "South Korea", - "Japan", - "China", - "French Competition Authority", - "EU AI Act", - "U.S. Department of Commerce", - "U.S. Entity List", - "Russia", - "Belarus", - "Ukraine", - "EMEA", - "NVIDIA", - "Mellanox", - "USG", - "Hong Kong", - "Macau", - "Middle East", - "Saudi Arabia", - "United Arab Emirates", - "Vietnam", - "Israel", - "Chinese government", - "January 2025", - "Federal Register", - "AI Diffusion IFR", - "May 2025", - "October 2025", - "Senate", - "GAIN AI Act", - "NDAA", - "Trump Administration", - "Biden Administration", - "Europe", - "DeepSeek", - "Qwen", - "KIMMI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 112, - "artifact_ref": "page_citation_assets/page-112.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 113, - "artifact_ref": "page_citation_assets/page-113.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 114, - "artifact_ref": "page_citation_assets/page-114.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 115, - "artifact_ref": "page_citation_assets/page-115.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_833798a7-5bc9-5d0b-bd5f-c6ac130ae7ae", - "type": "page", - "content": "negatively impact sales of such products to markets outside China, including the U.S. and Europe. In addition, as the \nperformance of the gaming GPUs increases over time, export controls may have a greater impact on our ability to \ncompete in markets subject to those controls. Export controls may disrupt our supply and distribution chain for a \nsubstantial portion of our products, which are warehoused in and distributed from Hong Kong.\nExport controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking \nproducts used in servers containing our GPUs. The USG may also impose export controls on our networking products, \nsuch as high-speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier \nmodel training.\nExport controls have and are likely in the future to have a disproportionate impact on NVIDIA and may disadvantage us \nagainst certain of our competitors that sell chips that are outside the scope of such control. Export controls have already \nand may in the future encourage customers outside China and other impacted regions to “design-out” certain U.S. \nsemiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve \nmarkets worldwide. Export controls have already encouraged and may in the future encourage overseas governments to \nrequest that our customers purchase from our competitors rather than NVIDIA or other U.S. firms, harming our business, \nmarket position, and financial results.\nAs a result, export controls have in the past and may in the future negatively impact demand for our products and \nservices not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Export controls \nincrease the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for \nmarket, it may be subject to new unilateral export controls restricting its sale, resulting in excess inventory and purchase \nobligations as we recently experienced with the H20. At the same time, such controls may increase investment in foreign \ncompetitors, which would be less likely to be restricted by U.S. controls.\nThe increasingly complex export controls impose complex and burdensome compliance obligations on our partners, \nsuppliers, and customers. While we seek to strictly comply with all applicable export control regulators, reports of \ndiversion of controlled products, even when unsubstantiated and untrue, may negatively impact our business, \nrelationships with partners and customers, and our reputation. Incorrect allegations that our compliance efforts satisfy \nthe letter but not the “spirit” of the applicable regulations, as well as incorrect allegations that legitimate and appropriate \nbusiness is using supposed “loopholes” in the export controls may negatively impact our business, relationships with \npartners and customers, and our reputation.\nIn addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate \ntechnologies developed or manufactured in whole or in part in China. For example, the USG adopted “Connected Vehicle” \nrestrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted \nbroadly, could impact our ability to develop and supply solutions for our automotive customers. The USG is also \nconsidering restrictions that would limit our ability to support third-party applications and models built on open-source \nfoundation models originating in China. Such restrictions, if implemented, would favor our foreign competitors and \nnegatively impact our business.\nAdditionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games \nmay adversely affect our Gaming revenue, and even if we are able to participate in the China data center compute market, \nincreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese \ngovernment has encouraged customers to purchase from our China-based competitors and discouraged customers from \npurchasing, importing, or using our data center products, including any China-specific product designed to comply with \nU.S. export controls. As another example, an agency of the Chinese government announced an Action Plan that endorses \nnew standards regarding the compute performance per watt and per memory bandwidth of accelerators used in new and \nrenovated data centers in China. Although we are already effectively foreclosed from the China market by U.S. export \ncontrols, if those controls changed to allow us to return to the market, the Chinese government could modify or \nimplement the Action Plan in a way that effectively prevents us from being able to design products to meet the new \nstandard, which may restrict the ability of customers to use some of our data center products and may have a material \nand adverse impact on our business, operating results and financial condition. Further restrictions on our products or the \nproducts of our suppliers could negatively impact our business and financial results.\nFinally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially \nin Taiwan and South Korea. Any new restrictions that negatively impact our ability to receive supply of components, parts, \nor services from Taiwan and South Korea, would negatively impact our business and financial results.\nScrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in \nadditional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do \nbusiness with us.\nCertain shareholder advocacy groups, investment funds, shareholders and other market participants, customers and \ngovernment regulators have focused on corporate sustainability practices and disclosures, including those associated \nwith climate change and human rights. Stakeholders may not be satisfied with our corporate sustainability practices and \ngoals or the speed of their adoption. Further, there are state-level initiatives in the U.S. that may differ from other \n28", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us.", - "metadata": { - "length": 6308, - "summary": "This page details the risks associated with export controls and government regulations impacting the company's business. It discusses how restrictions on selling GPUs to markets like China, Europe, and Southeast Asia could disrupt supply chains and reduce demand for data center products. The text also highlights potential negative impacts from Chinese government policies on gaming revenue and data center adoption, as well as scrutiny regarding corporate sustainability practices.", - "page_nums": [ - 116 - ], - "keywords": [ - "China", - "U.S.", - "Europe", - "Hong Kong", - "USG", - "NVIDIA", - "Latin America", - "Southeast Asia", - "H20", - "Taiwan", - "South Korea" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 116, - "artifact_ref": "page_citation_assets/page-116.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2a266ecf-8fee-521a-b503-3dfe1f50ff5f", - "type": "page", - "content": "regulatory requirements or our various stakeholders’ expectations. Additionally, our corporate sustainability practices, \noversight of our practices or disclosure controls may not meet evolving shareholder, regulator or other industry \nstakeholder expectations, or we may fail to meet corporate sustainability disclosure or reporting standards or legal \nrequirements. We could also incur additional costs and require additional resources to monitor, report, and comply with \nvarious corporate sustainability practices and legal requirements, choose not to conduct business with potential \ncustomers and suppliers, or discontinue or not expand business with existing customers and suppliers due to our policies. \nThese factors and increased disclosure may negatively harm our brand, reputation and business activities or expose us to \nliability.\nIssues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or \nfinancial harm and liability.\nConcerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may \nresult in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. We are \nincreasingly building AI capabilities and protections into many of our products and services, and we also offer stand-alone \nAI applications. AI poses emerging legal, social, and ethical issues and presents risks and challenges that could affect its \nadoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or \nactual impact on society, such as AI solutions that have unintended consequences, infringe copyright or rights of \npublicity, or are controversial because of their impact on human rights, privacy, employment or other social, economic or \npolitical issues, or if we are unable to implement effective internal policies and frameworks relating to the responsible \ndevelopment and use of AI models and systems offered through our sales channels, we may experience brand or \nreputational harm, competitive harm or legal liability. Leveraging AI capabilities to potentially improve our internal \nfunctions and operations may present further risks, costs, and challenges. Complying with multiple regulations from \ndifferent jurisdictions related to AI may further increase our cost of doing business, may change the way that we operate \nin certain jurisdictions, and may impede our ability to offer certain products and services in certain jurisdictions if we are \nunable to comply with regulations. Compliance with existing and proposed government regulation of AI, including in \njurisdictions such as the European Union, may further increase the cost of related research and development, and create \nadditional reporting and/or transparency requirements. For example, regulation adopted in response to the European \nUnion Code of Practice for General Purpose Artificial Intelligence could require us to notify the European Commission \nregarding details of some of our Trustworthy AI processes related to our risk framework. Furthermore, changes in AI-\nrelated regulation could disproportionately impact and disadvantage us and require us to change our business practices, \nwhich may negatively impact our financial results. Our failure to adequately address concerns and regulations relating to \nthe responsible use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products \nand services or cause reputational or financial harm.\nActions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be \nharmed if we are unsuccessful or if we are prohibited from making or selling our products.\nFrom time to time, we are involved in lawsuits or other legal proceedings alleging patent infringement or other IP rights \nviolations by us, our employees or parties that we have agreed to indemnify. An unfavorable ruling could include \nsignificant damages, invalidation of one or more patents, indemnification of third parties, payment of lost profits, or \ninjunctive relief. Claims that our products or processes infringe the IP rights of others, regardless of their merit, could \ncause us to incur significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts \nand attention of management and technical personnel.\nWe may commence legal proceedings to protect our IP rights, which may increase our operating expenses. We could be \nsubject to countersuits as a result. If infringement claims are made against us or our products are found to infringe a \nthird party’s IP, we or one of our indemnitees may have to seek a license to the third party’s IP rights. If we or one of our \nindemnitees is unable to obtain such a license on acceptable terms or at all, we could be subject to substantial liabilities \nor have to suspend or discontinue the manufacture and sale of one or more of our products. We may also have to make \nroyalty or other payments or cross license our technology. If these arrangements are not concluded on commercially \nreasonable terms, our business could be negatively impacted. Furthermore, the indemnification of a customer or other \nindemnitee may increase our operating expenses and negatively impact our operating results.\nWe rely on patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, licensing \narrangements and the laws of the countries in which we operate to protect our IP. Foreign laws may not protect our \nproducts or IP rights to the same extent as United States law. This makes the possibility of piracy of our technology and \nproducts more likely. The theft or unauthorized use or publication of our trade secrets and other confidential information \ncould harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in \nresearch and development, product development and marketing could be reduced. We also may face risks to our IP if our \nemployees are hired by competitors. We continuously assess whether and where to seek formal protection for existing \nand new innovations and technologies but cannot be certain whether our applications for such protections will be \napproved, and, if approved, whether they will be enforceable.\n29", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.", - "metadata": { - "length": 6384, - "summary": "This section discusses the risks associated with the responsible use of new and evolving technologies, particularly Artificial Intelligence (AI). It highlights that AI applications can pose legal, social, and ethical issues, including unintended consequences, copyright infringement, and impacts on human rights or privacy. The text notes that failure to implement effective internal policies or comply with regulations—such as those in the European Union regarding General Purpose Artificial Intelligence—could lead to reputational harm, financial costs, and reduced public confidence.", - "page_nums": [ - 117 - ], - "keywords": [ - "European Union", - "European Commission" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 117, - "artifact_ref": "page_citation_assets/page-117.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_cb61c283-2ae1-5e2a-8763-48a06c7958ef", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability. p117]\n\nWe are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations. \nThese areas could damage our reputation, deter current and potential customers, affect our product design, or result \nin legal or regulatory proceedings and liability.\nWe process sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, \nindustry standards, external and internal policies, contracts and other obligations that govern the processing of such \ndata by us and on our behalf. Concerns about our practices or the ultimate use of our products and services with regard \nto the collection, use, retention, security or disclosure of personal information or other privacy-related matters, including \nfor use in AI, even if unfounded, could damage our reputation and adversely affect our operating results. The theft, loss or \nmisuse of personal data in our possession or by one of our partners could result in damage to our reputation, regulatory \nproceedings, disruption of our business activities or increased security or remediation costs and costs related to \ndefending legal claims.\nIn the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including \nfor data breach notification, personal data privacy and consumer protection. Numerous U.S. states have enacted \ncomprehensive privacy laws that impose certain obligations on covered businesses, including providing specific \ndisclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, \nsuch rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data \nprocessing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights \nmay impact our business and ability to provide our products and services. Certain states also impose stricter \nrequirements for processing certain personal data, including sensitive information, such as conducting data privacy \nimpact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer \nPrivacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or CPRA, or collectively the CCPA, gives \nCalifornia residents the right to access, delete and opt-out of certain sharing of their personal information, and to receive \ndetailed information about how it is used and shared. The CCPA provides for substantial fines for intentional violation and \nthe law created a private right of action for certain data breaches. Similar laws are being considered in several other \nstates, as well as at the federal and local levels. Additionally, several states and localities have enacted measures related \nto the use of AI and machine learning in products and services. If we become subject to additional data privacy laws, the \nrisk of enforcement action against us could increase. \nWorldwide regulatory authorities are also considering and have approved various legislative proposals concerning data \nprotection. The European Union adopted the General Data Protection Regulation, or GDPR, and the United Kingdom \nsimilarly adopted the U.K. GDPR, governing the strict handling of personal data of persons within the European Economic \nArea, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose data \nis stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to \npenalties of up to €20 million or 4% of worldwide revenue, whichever is greater, and classes of individuals or consumer \nprotection organizations may initiate litigation related to our processing of their personal data. Furthermore, the EU AI \nAct and similar legislation could impose onerous obligations that may disproportionately impact and disadvantage us and \nrequire us to change our business practices. Additionally, Europe’s Network and Information Security Directive, or NIS2, \nregulates resilience and incident response capabilities of entities operating in a number of sectors, including the digital \ninfrastructure sector. Non-compliance with NIS2 may lead to administrative fines of a maximum of 10 million Euros or up \nto 2% of the total worldwide revenue of the preceding fiscal year.\nIn the ordinary course of business, we transfer personal data from Europe, China, and other jurisdictions to the United \nStates or other countries. Certain jurisdictions have enacted data localization laws and cross-border personal data \ntransfer laws. For example, the GDPR governs the transfer of personal data to countries outside of the EEA. The \nEuropean Commission released a set of “Standard Contractual Clauses” designed for entities to validly transfer personal \ndata out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of \nprotection, including the United States. Additionally, the U.K.’s International Data Transfer Agreement / Addendum, as \nwell as the EU-U.S. Data Privacy Framework and the U.K. extension thereto (which allows for transfers to relevant U.S.-\nbased organizations who self-certify compliance and participate in the Framework) are mechanisms that may be used to \ntransfer personal data from the EEA and U.K. to the United States. However, these mechanisms are subject to legal \nchallenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to \nthe United States. Other jurisdictions have enacted or are considering similar cross-border personal data transfer laws \nand local personal data residency laws, any of which would increase the cost and complexity of doing business and could \nresult in fines from regulators. For example, China’s law imposes various requirements relating to data processing and \ndata localization. Data broadly defined as important under China’s law, including personal data, may not be transferable \noutside of China without prior assessment and approval by the Cyberspace Administration of China, or CAC. Compliance \nwith these requirements, including CAC assessments and any deemed failures of such assessments, could cause us to \nincur liability, prevent us from using data collected in China or impact our ability to transfer data outside of China. The \ninability to import personal data to the United States could significantly and negatively impact our business operations, \nlimit our ability to collaborate with parties that are subject to European, China and other data privacy and security laws, or \nrequire us to increase our personal data processing capabilities in Europe and/or elsewhere at significant expense. Some \nEuropean regulators have prevented companies from transferring personal data out of Europe for allegedly violating the \nGDPR’s cross-border data transfer limitations, which could negatively impact our business.\n30", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.", - "metadata": { - "length": 7275, - "summary": "This section outlines the risks associated with intellectual property (IP) rights. It details potential costs and competitive harms arising from legal proceedings, including lawsuits alleging patent infringement or other IP violations. The text explains that unfavorable rulings could lead to significant damages, invalidation of patents, or injunctions. Conversely, initiating legal action to protect IP can increase operating expenses and expose the company to countersuits. Additionally, it highlights the challenges of protecting IP in foreign jurisdictions where laws may be less robust than in the United States, increasing the risk of piracy, theft of trade secrets, and unauthorized use by competitors.", - "page_nums": [ - 117, - 118 - ], - "keywords": [ - "United States" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 117, - "artifact_ref": "page_citation_assets/page-117.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 118, - "artifact_ref": "page_citation_assets/page-118.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9508f16f-4038-56ee-99e0-c7f05803e758", - "type": "page", - "content": "We are also bound by certain contractual obligations related to data privacy and security, and our efforts to comply with \nsuch obligations may not be successful or may be claimed to be non-compliant. For example, certain privacy laws, such as \nthe GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We \nsometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal data, \nit could harm those customer relationships and subject us to litigation, regulatory action, or fines. We publish privacy \npolicies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory \nprinciples, regarding data privacy and security. Regulators in the U.S. are increasingly scrutinizing these statements, and if \nthese policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair or \nmisrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other \nadverse consequences.\nData protection laws around the world are quickly changing and may be interpreted and applied in an increasingly \nstringent fashion and in a manner that is inconsistent with our data practices. These obligations may affect our product \ndesign and necessitate changes to our information technologies, systems and practices and to those of any third parties \nthat process personal data on our behalf. Despite our efforts, we or third parties we rely upon may fail to comply with \nsuch obligations. If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, \nwe could face significant consequences, including but not limited to, government enforcement actions, litigation, \nadditional reporting requirements and/or oversight, bans on processing personal data, and orders to destroy or not use \npersonal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition.\nWe may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in \ntax laws, higher than expected tax rates and other tax-related factors.\nWe are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions. \nSignificant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are \nregularly under audit by tax authorities in different jurisdictions. Although we believe our tax estimates are reasonable, \nany adverse outcome could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed \non our business, and harm our financial position, results of operations, net income, and cash flows.\nFurther, changes in tax laws or their interpretation by tax authorities in the U.S. or foreign jurisdictions could increase our \nfuture tax liability or cause other adverse tax impacts, which may materially impact our results of operations, or the way \nwe conduct our business. Most of our income is taxable in the U.S., with a significant portion qualifying for preferential \ntreatment as foreign-derived deduction eligible income, or FDDEI. If U.S. tax rates increase or the FDDEI deduction is \nreduced, our provision for income taxes, results of operations, net income, and cash flows would be adversely affected. In \naddition, our tax obligations and effective tax rate in the jurisdictions in which we conduct business could increase as a \nresult of international tax developments, including the implementation of the Two-Pillar framework led by the \nOrganization for Economic Cooperation and Development, or OECD, which involves the reallocation of taxing rights in \nrespect of certain multinational enterprises above a fixed profit margin to the jurisdictions in which they carry on \nbusiness (referred to as Pillar One), and imposes a minimum effective corporate tax rate (referred to as Pillar Two). A \nnumber of countries in which we conduct business have enacted, or are in the process of enacting, elements of the Pillar \nTwo rules, including the recently released \"side-by-side\" framework, which provides certain additional safe harbors and \ncoordination mechanisms. Any such tax laws, or changes in any such tax laws, including those related to the side-by-side \nframework, may increase tax uncertainty and compliance costs and adversely affect our provision for income taxes, cash \ntax payments, results of operations, and financial condition.\nOur future effective tax rate may also be affected by a variety of factors, including changes in our business or statutory \nrates, the mix of earnings in countries with differing statutory tax rates, available tax incentives, credits and deductions, \nthe expiration of statutes of limitations, changes in accounting principles, adjustments to income taxes upon finalization \nof tax returns, increases in expenses not deductible for tax purposes, the estimates of our deferred tax assets and \nliabilities and deferred tax asset valuation allowances, changing interpretation of existing laws or regulations, the impact \nof accounting for business combinations, as well as changes in the domestic or international organization of our business \nand structure. Furthermore, the tax effects of accounting for stock-based compensation and volatility in our stock price \nmay significantly impact our effective tax rate in the period in which they occur. A decline in our stock price may result in \nreduced future tax benefits from stock-based compensation, increase our effective tax rate, and adversely affect our \nfinancial results.\nOur business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.\nWe currently and will likely continue to face legal, administrative and regulatory proceedings, claims, demands and/or \ninvestigations involving shareholder, consumer, competition, intellectual property and/or other issues relating to our \nbusiness. For example, we are defending a securities class action lawsuit from multiple shareholders asserting claims that \nwe and certain of our officers made false and/or misleading statements related to channel inventory and the impact of \ncryptocurrency mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain, \nand adverse rulings could occur, including monetary damages or fines, or an injunction stopping us from manufacturing \nor selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory \nlicensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the \noutcome, litigation can be costly, time-consuming, and disruptive to our operations.\n31", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.", - "metadata": { - "length": 6904, - "summary": "The section discusses the company's exposure to additional tax liabilities and potential adverse impacts from changes in tax laws, higher tax rates, and other tax-related factors. It highlights that the company is subject to complex income and non-income-based taxes globally and is regularly under audit. Key risks include increases in the worldwide effective tax rate due to U.S. tax law changes (such as reductions in FDDEI deductions) or international developments like the OECD Two-Pillar framework. The text also notes that future effective tax rates may be affected by business mix, statutory rate changes, accounting principles, stock-based compensation volatility, and deferred tax asset valuation.", - "page_nums": [ - 119 - ], - "keywords": [ - "U.S.", - "FDDEI", - "Organization for Economic Cooperation and Development", - "OECD" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 119, - "artifact_ref": "page_citation_assets/page-119.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_447dc69a-a14e-5c4c-a302-3510728ab065", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors. p119]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.", - "metadata": { - "length": 275, - "summary": "This section outlines the company's exposure to legal, administrative, and regulatory proceedings, including claims related to shareholders, consumers, competition, and intellectual property. It specifically mentions a securities class action lawsuit regarding false or misleading statements about cryptocurrency mining and GPU demand in 2017 and 2018. The text highlights that litigation is inherently uncertain and could result in monetary damages, fines, injunctions, or other remedies, which would be costly, time-consuming, and disruptive.", - "page_nums": [ - 119 - ], - "keywords": [ - "GPU" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 119, - "artifact_ref": "page_citation_assets/page-119.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_f6f787b3-0d3c-5c17-b186-6b73b9e46134", - "type": "page", - "content": "Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a \nchange in control.\nThe anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in \ncontrol. Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire a \nmajority of our outstanding stock. These provisions include the ability of our Board of Directors to create and issue \npreferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder \napproval; the inability of our shareholders to act by written consent; advance notice requirements for director \nnominations and shareholder proposals; and super-majority voting requirement to amend some provisions in our \ncertificate of incorporation and bylaws. Under our agreement with Microsoft for the Xbox, if someone makes an offer to \npurchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of refusal to purchase \nthe stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and make it \nmore difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they \ndesire.\nItem 1B. Unresolved Staff Comments\nNone.\nItem 1C. Cybersecurity\nRisk management and strategy\nWe have in place certain infrastructure, systems, policies, and procedures that are designed to proactively prevent or \nreduce the impact of, and reactively address circumstances that arise when, events such as a cybersecurity incident \noccur. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. Our \ninformation security management programs generally follow certain processes outlined in frameworks such as the ISO \n27001 international standard for information security management and we evaluate and evolve our security measures as \nappropriate. We consult with external parties, such as cybersecurity firms and risk management and governance experts, \non risk management and strategy.\nIdentifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and \nprocesses, and we have in place cybersecurity and data privacy training and policies designed to (a) respond to new \nrequirements in global privacy and cybersecurity laws and (b) prevent, detect, respond to, mitigate and recover from \nidentified and significant cybersecurity threats.\nWe also have a vendor risk assessment process consisting of, depending on the nature and sensitivity of the supplier and \ndata they process on our behalf, the distribution and review of supplier questionnaires designed to help us evaluate \ncybersecurity risks that we may encounter when working with third parties that have access to confidential and other \nsensitive company information. We take steps to review that such vendors have implemented data privacy and security \ncontrols that help mitigate the cybersecurity risks associated with these vendors, depending on the nature and sensitivity \nof the supplier and data they process on our behalf. We routinely assess our high-risk suppliers’ conformance to industry \nstandards (e.g., ISO 27001, ISO 28001, and C-TPAT), and we evaluate them for additional information, product, and \nphysical security requirements.\nRefer to “Item 1A. Risk factors” in this annual report on Form 10-K for additional information about cybersecurity-related \nrisks.\nGovernance\nInformation security matters, including managing and assessing risks from cybersecurity threats, remain under the \noversight of the Company’s Board of Directors, or the Board. The Audit Committee of the Board, or the Audit Committee, \nalso reviews the adequacy and effectiveness of the Company’s information security policies and practices and the \ninternal controls regarding information security risks. The Audit Committee receives regular information security updates \nfrom management, including our Chief Security Officer and members of our security team. The Board also receives \nannual reports on information security matters from our Chief Security Officer and members of our security team.\nOur security efforts are managed by a team of executive cybersecurity, IT, engineering, operations, and legal \nprofessionals. We have established a cross-functional leadership team, consisting of executive-level leaders, that meets \nregularly to review cybersecurity matters and evaluate emerging threats. With oversight and guidance provided by the \ncross-functional leadership team, our information security teams refine our practices to address emerging security risks \nand changes in regulations. Our executive-level leadership team also participates in cybersecurity incident response \nefforts by engaging with the incident response team and helping direct the company’s response to and assessment of \ncertain cybersecurity incidents.\nWe have designated a Chief Security Officer, reporting to our Senior Vice President of Software Engineering, to oversee \nthe identification, assessment, and management of material cybersecurity risks. Our Chief Security Officer’s \ncybersecurity expertise includes over 18 years of combined government and private sector assignments.\n32", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1B. Unresolved Staff Comments", - "metadata": { - "length": 5349, - "summary": "The section titled 'Item 1B. Unresolved Staff Comments' contains a single statement indicating that there are no unresolved staff comments.", - "page_nums": [ - 120 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 120, - "artifact_ref": "page_citation_assets/page-120.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e89db267-9bea-57c5-916d-c26bfa9e6997", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 1B. Unresolved Staff Comments p120]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1C. Cybersecurity", - "metadata": { - "length": 86, - "summary": "This section details the company's cybersecurity risk management and governance strategies. It outlines infrastructure and policies designed to prevent or mitigate cyber threats, referencing frameworks like ISO 27001. The text describes vendor risk assessment processes and the integration of cybersecurity into overall risk management. Under Governance, it explains that the Board of Directors oversees security matters through the Audit Committee, which receives regular updates from the Chief Security Officer and a cross-functional leadership team responsible for managing security efforts.", - "page_nums": [ - 120 - ], - "keywords": [ - "Board of Directors", - "Audit Committee", - "Chief Security Officer", - "Senior Vice President of Software Engineering", - "ISO 27001", - "ISO 28001", - "C-TPAT" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 120, - "artifact_ref": "page_citation_assets/page-120.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_f97f581f-e311-57c0-8996-2ca2e691ad67", - "type": "page", - "content": "Item 2. Properties\nOur headquarters is in Santa Clara, California. We own and lease approximately 3 million square feet of office and building \nspace for our corporate headquarters. In addition, we lease data center space in Santa Clara, California. We also own and \nlease facilities for data centers, research and development, and/or sales and administrative purposes throughout the U.S. \nand in various international locations, primarily in China, India, Israel, and Taiwan. We believe our existing facilities, both \nowned and leased, are in good condition and suitable for the conduct of our business. We do not identify or allocate \nassets by operating segment. For additional information regarding obligations under leases, refer to Note 17 of the Notes \nto the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, which information is \nhereby incorporated by reference.\nItem 3. Legal Proceedings\nPlease see Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on \nForm 10-K for a discussion of our legal proceedings.\nItem 4. Mine Safety Disclosures\nNot applicable.\nPart II\nItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of \nEquity Securities\nOur common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common \nstock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 20, \n2026, we had approximately 1,226 registered shareholders, not including those shares held in street or nominee name. \nIn May 2024, we announced a ten-for-one stock split, or the Stock Split, of our issued common stock, which was effected \nthrough the filing of an amendment to the Company's Restated Certificate of Incorporation, or the Amendment, with the \nSecretary of the State of Delaware. In June 2024, the Company filed the Amendment to effect the Stock Split and \nproportionately increased the number of shares of the Company’s authorized common stock from 8.0 billion to 80.0 \nbillion. Shareholders of record at the close of market on June 6, 2024 received nine additional shares of common stock, \ndistributed after the close of market on June 7, 2024. All share, equity award and per share amounts presented herein \nhave been retrospectively adjusted to reflect the Stock Split.\nIssuer Purchases of Equity Securities\nOn August 26, 2025, our Board of Directors approved an additional $60.0  billion in share repurchase authorization, \nwithout expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of \nJanuary 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion of our common \nstock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading \nplan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange Act, subject to \nmarket conditions, applicable legal requirements, and other factors. Our share repurchase program may be suspended at \nany time at our discretion.\nIn fiscal year 2026, we paid cash dividends to our shareholders of $974 million. The payment of future cash dividends is \nsubject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of \nour shareholders.\n33", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 2. Properties", - "metadata": { - "length": 3457, - "summary": "The section describes the company's real estate holdings, including its headquarters in Santa Clara, California, and various leased facilities for data centers, R&D, and sales across the U.S. and international locations like China, India, Israel, and Taiwan.", - "page_nums": [ - 121 - ], - "keywords": [ - "Santa Clara", - "California", - "U.S.", - "China", - "India", - "Israel", - "Taiwan" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 121, - "artifact_ref": "page_citation_assets/page-121.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e96c5ca5-f01c-597f-b1c7-0abfe10f97a6", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 2. Properties p121]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 3. Legal Proceedings", - "metadata": { - "length": 70, - "summary": "This section directs the reader to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of the Annual Report on Form 10-K for a discussion regarding legal proceedings.", - "page_nums": [ - 121 - ], - "keywords": [ - "Note 12", - "Part IV", - "Item 15", - "Form 10-K" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 121, - "artifact_ref": "page_citation_assets/page-121.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_fa3906fc-3286-56b5-b568-23cefa5d364c", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 2. Properties p121]", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 4. Mine Safety Disclosures", - "metadata": { - "length": 70, - "summary": "The section titled 'Item 4. Mine Safety Disclosures' contains a single statement indicating that the disclosure is not applicable.", - "page_nums": [ - 121 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 121, - "artifact_ref": "page_citation_assets/page-121.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d0d416a9-9e5e-53cf-b349-9dd30f5182b1", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part I/Item 2. Properties p121]\n\nThe following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2026:\nPeriod\nTotal Number \nof Shares \nPurchased \n(In millions)\nAverage Price \nPaid per Share \n(1)\nTotal Number of \nShares Purchased \nas Part of Publicly \nAnnounced \nProgram (In \nmillions)\nApproximate Dollar \nValue of Shares \nthat May Yet Be \nPurchased Under \nthe Program (In \nbillions)\nOctober 27, 2025 - November 23, 2025\n \n5.6 \n$ \n198.89 \n \n5.6 $ \n61.1 \nNovember 24, 2025 - December 21, \n2025\n \n6.6 \n$ \n179.41 \n \n6.6 $ \n59.9 \nDecember 22, 2025 - January 25, 2026\n \n7.3 \n$ \n186.52 \n \n7.3 $ \n58.5 \nTotal\n \n19.5 \n \n19.5 \n(1) \nAverage price paid per share includes broker commissions, but excludes our liability under the 1% excise tax on the net amount of our share \nrepurchases required by the Inflation Reduction Act of 2022.\nFrom January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-\nestablished trading plan.\nRestricted Stock Unit Share Withholding\nWe withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of \nawards under our employee equity incentive program. During fiscal year 2026, we withheld approximately  51 \nmillion  shares for a total value of $7.9 billion through  net share settlements. Refer to Note 3 of the Notes to the \nConsolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion \nregarding our equity incentive plans.\nRecent Sales of Unregistered Securities and Use of Proceeds\nOn December 15, 2025, we acquired a company and issued to a key employee a total of 174,676 shares of our common \nstock, valued at approximately $31 million based on our closing stock price on the issuance date.\nThe above securities were issued in a transaction not involving a public offering pursuant to an exemption from \nregistration set forth in Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder).\n34", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", - "metadata": { - "length": 2103, - "summary": "This section details the market for the registrant's common equity, noting its trading on the Nasdaq Global Select Market under the symbol NVDA and a ten-for-one stock split in May 2024. It outlines the Board of Directors' approval of a $60.0 billion share repurchase authorization in August 2025, with fiscal year 2026 repurchases totaling $40.4 billion. A table provides specific data on share repurchase transactions during the fourth quarter of fiscal year 2026, including periods, total shares purchased, average price paid, and remaining authorization value. The section also covers restricted stock unit share withholding, recent sales of unregistered securities related to an acquisition, and cash dividends paid.", - "page_nums": [ - 121, - 122 - ], - "keywords": [ - "Nasdaq Global Select Market", - "NVDA", - "State of Delaware", - "Board of Directors", - "Inflation Reduction Act of 2022", - "Securities Act" - ], - "connect_to": [ - { - "target": "asset_2f52ec59-800d-5134-a9f8-f21226d18013", - "relation": "embeds", - "ref": "[tables/table_page_122_1.html]" - } - ], - "page_assets": [ - { - "page_num": 121, - "artifact_ref": "page_citation_assets/page-121.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 122, - "artifact_ref": "page_citation_assets/page-122.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_94145dbe-7fc9-5428-bd5b-c2bc30f9819a", - "type": "page", - "content": "Stock Performance Graphs\nThe following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the \nNasdaq 100 Index for the five years ended January 25, 2026. The graph assumes that $100 was invested on January 31, \n2021 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a \ncomponent of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices \nindicated. Total return is based on historical results and is not intended to indicate future performance.\nComparison of 5 Year Cumulative Total Return*\nAmong NVIDIA Corporation, the S&P 500 Index, and the Nasdaq 100 Index\nNVIDIA Corporation\n S&P 500\n Nasdaq 100\n1/31/2021\n1/30/2022\n1/29/2023\n1/28/2024\n1/26/2025\n1/25/2026\n0\n200\n400\n600\n800\n1,000\n1,200\n1,400\n1,600\n*$100 invested on 1/31/2021 in stock and in indices, including reinvestment of dividends. \nSource: FactSet financial data and analytics.\n \n1/31/2021\n1/30/2022\n1/29/2023\n1/28/2024\n1/26/2025\n1/25/2026\nNVIDIA Corporation\n$ \n100.00 \n$ \n175.98 \n$ \n157.05 \n$ \n470.88 \n$ \n1,100.68 \n$ \n1,448.75 \nS&P 500\n$ \n100.00 \n$ \n121.00 \n$ \n112.98 \n$ \n137.98 \n$ \n174.50 \n$ \n200.33 \nNasdaq 100\n$ \n100.00 \n$ \n112.60 \n$ \n95.60 \n$ \n138.07 \n$ \n173.95 \n$ \n206.01 \nItem 6. [Reserved]\n35", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 6. [Reserved]", - "metadata": { - "length": 1317, - "summary": "This page presents a 'Stock Performance Graphs' section comparing the cumulative total shareholder return of NVIDIA Corporation against the S&P 500 Index and the Nasdaq 100 Index over a five-year period ending January 25, 2026. The line chart illustrates that while the indices grew moderately, NVIDIA's stock value increased dramatically from an initial $100 investment to over $1,400. A data table below the graph provides the specific dollar values for each entity at yearly intervals, alongside a source citation for FactSet financial data.", - "page_nums": [ - 123 - ], - "keywords": [ - "NVIDIA Corporation", - "S&P 500 Index", - "Nasdaq 100 Index", - "FactSet" - ], - "connect_to": [ - { - "target": "asset_16d051bb-f6aa-53e0-bf2b-2e37afdc57f7", - "relation": "embeds", - "ref": "[images/image_page_123_figure_1.png]" - }, - { - "target": "asset_04dadbdc-bb11-5dec-8103-255796b1a8f8", - "relation": "embeds", - "ref": "[tables/table_page_123_2.html]" - } - ], - "page_assets": [ - { - "page_num": 123, - "artifact_ref": "page_citation_assets/page-123.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c5528b59-6f68-5250-a9d6-4508e4267136", - "type": "page", - "content": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction \nwith “Item 1A. Risk Factors,” our Consolidated Financial Statements and related Notes thereto, as well as other cautionary \nstatements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, hold, or sell \nshares of our common stock.\nOverview\nOur Company and Our Businesses\nNVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original \nfocus on PC graphics, we have expanded to several other large and important computationally intensive fields. Fueled by \nthe sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU \narchitecture to create platforms for scientific computing, AI, data science, autonomous vehicles, robotics, and digital twin \napplications. NVIDIA is now a data center scale AI infrastructure company reshaping all industries.\nOur two operating segments are \"Compute & Networking\" and \"Graphics.\" Refer to Note 16 of the Notes to the \nConsolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.\nHeadquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in \nDelaware in April 1998.\nRecent Developments, Future Objectives and Challenges\nRevenue growth in fiscal year 2026 was driven by data center compute and networking platforms for accelerated \ncomputing and AI solutions. Our Blackwell architectures represented the majority of our Data Center revenue.\nThe availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers \nand partners is crucial, and any shortage of these or other necessary resources could impact our future revenue and \nfinancial performance. Expanding energy capacity to meet demand is a complex, multi-year process that involves \nsignificant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained \nfor less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. \nThese limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI \nadoption.\nWe continue to execute Data Center compute product introductions, bringing new advanced architectures on a one-year \nproduct cadence, including our Rubin platform. We began shipping production units of our new Blackwell Ultra platforms \nincluding GB300 in the second quarter of fiscal year 2026. The complexity of our product transitions and sophisticated \nsystem configurations has and may in the future cause delays in production and create challenges in managing supply \nand demand. This could further result in revenue volatility, quality issues, increased inventory provisions, decreases in \nproduct yields and higher material costs, and/or increased warranty costs. Customers may postpone purchasing new \narchitectures or may adopt new technologies more gradually than anticipated, affecting our revenue timing and supply \nchain expenses.\nIn April 2025, the USG informed us that a license is required for exports of our H20 product into the China market. As a \nresult of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 \nfor excess inventory and purchase obligations, as the demand for H20 diminished. In August 2025, the USG granted \nlicenses that would allow us to ship certain H20 products to certain China-based customers. We generated approximately \n$60 million in H20 revenue under those licenses. \nIn February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific \nChina-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet \nknow whether any imports will be allowed into China. The license requires that the H200s go through an inspection \nprocess in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new \nlicensing program will be subject to a 25% tariff upon importation into the United States.\nThe recent rise in high-quality open-source foundation models is making advanced AI capabilities broadly accessible. \nOpen-source AI is dependent on developer adoption and if deployed on our competitors’ platforms, it could reduce \ndemand for our products and services. \nWhile currently our supply chain is mainly concentrated in Asia, we are expanding into the U.S. and Latin America. These \nmoves are expected to strengthen our supply chain, add resiliency and redundancy, and meet the growing demand for AI \ninfrastructure. Our ability to increase manufacturing capabilities will depend on the local region's manufacturing \necosystem's capacity to ramp production supply to the required volume and on a timely basis. \n36", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Our Company and Our Businesses", - "metadata": { - "length": 5128, - "summary": "This section describes NVIDIA's history and business scope, highlighting its evolution from PC graphics to a data center-scale AI infrastructure company. It identifies the two operating segments as 'Compute & Networking' and 'Graphics'. Additionally, it provides corporate details, noting that NVIDIA is headquartered in Santa Clara, California, was incorporated in April 1993, and reincorporated in Delaware in April 1998.", - "page_nums": [ - 124 - ], - "keywords": [ - "NVIDIA", - "Santa Clara", - "California", - "Delaware" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 124, - "artifact_ref": "page_citation_assets/page-124.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_367e1a88-b58c-5e13-a6ff-ce3e111681f7", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Our Company and Our Businesses p124]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Recent Developments, Future Objectives and Challenges", - "metadata": { - "length": 186, - "summary": "This section outlines recent developments and future challenges for NVIDIA, focusing on revenue growth driven by data center platforms and Blackwell architectures. It highlights critical dependencies on data center availability, energy, and capital, alongside supply chain complexities related to product transitions like the Rubin platform. The text details regulatory impacts from the US government regarding export licenses for H20 and H200 products into China, including associated financial charges and tariffs. Finally, it addresses the rise of open-source AI as a competitive threat and discusses efforts to diversify the supply chain beyond Asia.", - "page_nums": [ - 124 - ], - "keywords": [ - "NVIDIA", - "USG", - "Blackwell", - "Rubin", - "GB300", - "H20", - "H200", - "China", - "United States", - "Asia", - "U.S.", - "Latin America" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 124, - "artifact_ref": "page_citation_assets/page-124.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9afa2f9e-3135-56d0-9a29-9bdf066d7c03", - "type": "page", - "content": "We have made, and expect to continue making, investments that support our technology roadmap and the broader AI \necosystem. In fiscal year 2026, we made the following investments:\n•\nWe invested $17.5 billion in private companies and infrastructure funds, primarily to support early‑stage \nstartups. These investments include AI model makers that purchase our products directly or through CSPs. Many \nof these investments are illiquid and non‑marketable. The related early-stage startups may not become \nprofitable in the near term, or at all, and there can be no assurance that we will realize a return on our \ninvestments. \n•\nWe made investments in publicly-held equity securities where the value may fluctuate significantly due to \nchanges in stock prices and could adversely affect our financial results. \n•\nTo support the build-out of complex datacenter infrastructures, we enter into commercial arrangements, \nincluding guarantees with partners. We provided $3.5 billion in land, power, and shell guarantees to early‑stage \ncompanies, generally over multi‑year periods. If the escrow and the partners' operating activities are not \nsufficient to cover an event of default under these guarantees, we may elect to assume the underlying leases for \ninternal use or sublease them to third parties. \nMacroeconomic factors, including  tariffs, inflation, interest rate changes, capital market volatility, global supply chain \nconstraints, and global economic and geopolitical developments, have direct and indirect impacts on our results of \noperations, particularly demand for our products. While difficult to isolate and quantify, these macroeconomic factors \nimpact our supply chain and manufacturing costs, employee wages, costs for capital equipment, the value of our \ninvestments, revenue and competitive position. Our product and solution pricing generally does not fluctuate with short-\nterm changes in our costs. Within our supply chain, we continuously manage product availability and costs with our \nvendors.\nRefer to “Item 1A. Risk Factors – Risks Related to Regulatory, Legal, Our Stock and Other Matters” for a further discussion \nof the potential impact of these factors on our business.\nFiscal Year 2026 Summary\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nChange\n($ in millions, except per share data)\nRevenue\n$ \n215,938 \n$ \n130,497 \nUp 65%\nGross margin\n 71.1 %\n 75.0 %\n-3.9 pts\nOperating expenses\n$ \n23,076 \n$ \n16,405 \nUp 41%\nOperating income\n$ \n130,387 \n$ \n81,453 \nUp 60%\nNet income\n$ \n120,067 \n$ \n72,880 \nUp 65%\nNet income per diluted share\n$ \n4.90 \n$ \n2.94 \nUp 67%\nRevenue for fiscal year 2026 was $215.9 billion, up 65% from a year ago.\nData Center revenue for fiscal year 2026 was up 68% from a year ago. The strong year-on-year growth was driven by the \nmajor platform shifts – accelerated computing and AI.\nGaming revenue for fiscal year 2026 was up 41% from a year ago, driven by strong Blackwell demand. We expect supply \nconstraints to be a headwind to Gaming in the first quarter of fiscal 2027 and beyond.\nProfessional Visualization revenue for fiscal year 2026 was up 70% from a year ago, driven by exceptional demand for \nBlackwell as well as the launch of our new DGX Spark.\nAutomotive revenue for fiscal year 2026 was up 39% from a year ago, driven by continued adoption of our self-driving \nplatforms.\nGross margin decreased in fiscal year 2026 as our business model transitioned from offering Hopper HGX systems to \nBlackwell full-scale datacenter solutions. The gross margin decrease was also impacted by a $4.5 billion charge associated \nwith H20 excess inventory and purchase obligations.\nOperating expenses for fiscal year 2026 were up 41% from a year ago, driven by higher compensation and benefits \nexpenses due to employee growth and compute and infrastructure costs. \n37", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Fiscal Year 2026 Summary", - "metadata": { - "length": 3809, - "summary": "This page details the company's investment strategy for fiscal year 2026, focusing on private companies, public equity, and datacenter infrastructure guarantees. It outlines macroeconomic risk factors affecting operations and provides a 'Fiscal Year 2026 Summary' table comparing financial metrics like revenue and net income against the previous year (Jan 25, 2026 vs Jan 26, 2025). The text further breaks down revenue growth by segment, attributing increases to demand for Blackwell systems and new products like DGX Spark.", - "page_nums": [ - 125 - ], - "keywords": [ - "fiscal year 2026", - "CSPs", - "Blackwell", - "DGX Spark", - "Hopper HGX" - ], - "connect_to": [ - { - "target": "asset_14d22614-331b-5119-b6ab-72ef81e9f350", - "relation": "embeds", - "ref": "[tables/table_page_125_1.html]" - } - ], - "page_assets": [ - { - "page_num": 125, - "artifact_ref": "page_citation_assets/page-125.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3d40bd25-8098-523a-996b-efcefd4281b3", - "type": "page", - "content": "Critical Accounting Estimates\nOur consolidated financial statements are prepared in accordance with accounting principles generally accepted in the \nUnited States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments \nthat affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of \ncontingencies. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty \nand could have a material impact on our financial condition or results of operations. We have critical accounting \nestimates in the areas of inventories, income taxes, non-marketable equity securities, and revenue recognition. Refer to \nNote 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a \nsummary of significant accounting policies.\nInventories\nWe charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or \nfor obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate \nto excess quantities of products or components, based on our inventory levels and future product purchase \ncommitments compared to assumptions about future demand and market conditions, which requires management \njudgment.\nSituations that may result in excess or obsolete inventory or excess product purchase commitments include changes in \nbusiness and economic conditions, changes in market conditions, sudden and significant decreases in demand for our \nproducts, including potential cancellation or deferral of customer purchase orders, inventory obsolescence because of \nchanging technology and customer requirements, new product introductions resulting in less demand for existing \nproducts or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of \nhistorical lead-times, government regulations and the impact of changes in future demand, or increase in demand for \ncompetitive products, including competitive actions.\nThe net effect on our gross margin from inventory provisions and sales of items previously written down was an \nunfavorable impact of 2.6% in fiscal year 2026 and 2.3% in fiscal year 2025. Our inventory and capacity purchase \ncommitments are based on forecasts of future customer demand and consider our third-party manufacturers' lead times \nand constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve \nmonths for some products. We may place non-cancellable inventory orders for certain product components in advance of \nour historical lead times, pay premiums and provide deposits to secure future supply and capacity. We also adjust to \nother market factors, such as product offerings and pricing actions by our competitors, new product transitions, and \nmacroeconomic conditions - all of which may impact demand for our products.\nRefer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further \ndiscussion.\nIncome Taxes\nWe are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is \nbased on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. \nOur estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an \nanticipated outcome, changes in accounting standards or tax laws in the U.S. or foreign jurisdictions where we operate, or \nchanges in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax \ncontingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine \nthat payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may \nbe required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.\nWe record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be \nrealized based on all available evidence. To the extent realization of the deferred tax assets becomes more-likely-than-not, \nwe would recognize such deferred tax assets as income tax benefits during the period.\nWe recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon \naudit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to \nunrecognized tax benefits as a component of income tax expense.\nNon-Marketable Equity Securities\nNon-marketable equity securities consist of investments in private companies without readily determinable fair values. \nThey are measured at cost minus impairment, if any, and are adjusted for observable price changes in orderly \ntransactions for a similar investment in the same issuer (the measurement alternative). These adjustments may require \nuse of unobservable inputs.\nWe assess impairment quarterly based on qualitative and quantitative factors, including the investee’s operating \nperformance and market trends.\n38", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Inventories", - "metadata": { - "length": 5357, - "summary": "The 'Inventories' section details the company's accounting policy for inventory provisions, which involve writing down inventory to the lower of cost or net realizable value. It outlines factors contributing to excess or obsolete inventory, such as changes in market conditions, demand fluctuations, and long manufacturing lead times. The text also quantifies the unfavorable impact of these provisions on gross margin for fiscal years 2025 (2.3%) and 2026 (2.6%).", - "page_nums": [ - 126 - ], - "keywords": [ - "fiscal year 2026", - "fiscal year 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 126, - "artifact_ref": "page_citation_assets/page-126.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_efbcaa71-c0f0-5557-8ba2-25a13fae2c19", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Inventories p126]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Income Taxes", - "metadata": { - "length": 188, - "summary": "The section details the company's accounting policies regarding income taxes in U.S. and foreign jurisdictions. It explains that deferred tax assets and liabilities are calculated based on estimates and judgments involving complex tax laws. The text covers the recognition of liabilities for potential tax contingencies, the use of valuation allowances to reduce deferred tax assets if realization is not more likely than not, and the policy for recognizing benefits from uncertain tax positions only if they are more-likely-than-not to be sustained upon audit.", - "page_nums": [ - 126 - ], - "keywords": [ - "U.S.", - "Form 10-K" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 126, - "artifact_ref": "page_citation_assets/page-126.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ad98bbfa-072a-583d-a379-94c6f2de696c", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Inventories p126]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Non-Marketable Equity Securities", - "metadata": { - "length": 188, - "summary": "This section defines non-marketable equity securities as investments in private companies without readily determinable fair values. It explains that these securities are measured at cost minus impairment, adjusted for observable price changes using the measurement alternative. The company assesses impairment quarterly based on qualitative and quantitative factors such as the investee's operating performance and market trends.", - "page_nums": [ - 126 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 126, - "artifact_ref": "page_citation_assets/page-126.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_77686be7-73c1-5f36-b0d6-9f23678174ab", - "type": "page", - "content": "Revenue Recognition\nRevenue Allowances\nFor products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for \nestimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if \nproduct returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional \nsales return allowances are required to reflect our estimated exposure for product returns. Return rights for certain \nstocking distributors for specific products are contractually limited based on a percentage of prior quarter shipments. \nFor shipments to other customers, we do not allow returns, although we may approve returns for credit or refund based \non applicable facts and circumstances.\nWe account for customer programs, which involve rebates and marketing development funds, or MDFs, as a reduction in \nrevenue and accrue for such programs based on the amount we expect to be claimed by customers. Certain customer \nprograms include distributor price incentives or other channel programs for specific products and customer classes \nwhich require judgment as to whether the applicable incentives will be attained. Estimates for customer program accruals \ninclude a combination of historical attainment and claim rates and may be adjusted based on relevant internal and \nexternal factors.\nContracts with Multiple Performance Obligations\nOur contracts may contain more than one performance obligation. Judgment is required in determining whether each \nperformance obligation within a customer contract is distinct. Except for License and Development Arrangements, \nNVIDIA products and services function on a standalone basis and do not require a significant amount of integration or \ninterdependency. Therefore, multiple performance obligations contained within a customer contract are considered \ndistinct and are not combined for revenue recognition purposes.\nWe allocate the total transaction price to each distinct performance obligation in an arrangement with multiple \nperformance obligations on a relative standalone selling price basis. In most cases, we can establish standalone selling \nprice based on directly observable prices of products or services sold separately in comparable circumstances to similar \ncustomers. If standalone selling price is not directly observable, such as when we do not sell a product or service \nseparately, we determine standalone selling price based on market data and other observable inputs.\nResults of Operations\nA discussion regarding our financial condition and results of operations for fiscal year 2026 compared to fiscal year 2025 \nis presented below. A discussion regarding our financial condition and results of operations for fiscal year 2025 compared \nto fiscal year 2024 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January 26, \n2025, filed with the SEC on February  26, 2025, which is available free of charge on the SEC’s website at http://\nwww.sec.gov and at our investor relations website, http://investor.nvidia.com.\n39", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition/Revenue Allowances", - "metadata": { - "length": 3128, - "summary": "The 'Revenue Allowances' section details the company's accounting policies for products sold with a right of return, where revenue is reduced by establishing sales return allowances based on historical rates. It also covers customer programs involving rebates and marketing development funds (MDFs), which are accrued as reductions in revenue based on expected claims.", - "page_nums": [ - 127 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 127, - "artifact_ref": "page_citation_assets/page-127.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_46959cd7-5803-5f36-8c86-361340287088", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition/Revenue Allowances p127]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition/Contracts with Multiple Performance Obligations", - "metadata": { - "length": 215, - "summary": "This section outlines the accounting policy for contracts containing multiple performance obligations. It states that judgment is used to determine if obligations are distinct, noting that NVIDIA products and services generally function on a standalone basis and are not combined for revenue recognition (except for License and Development Arrangements). The company allocates the total transaction price to each distinct obligation based on relative standalone selling prices, determined either by directly observable market prices or other inputs when direct observation is not possible.", - "page_nums": [ - 127 - ], - "keywords": [ - "NVIDIA", - "License and Development Arrangements" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 127, - "artifact_ref": "page_citation_assets/page-127.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b63ea1bb-f097-5680-83da-7cb8bb4b33e7", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition/Revenue Allowances p127]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments", - "metadata": { - "length": 2201, - "summary": "The section titled 'Revenue by Reportable Segments' presents a table detailing the revenue for two segments, Compute & Networking and Graphics, for the years ended Jan 25, 2026, and Jan 26, 2025. The table includes columns for revenue in millions of dollars, dollar change, and percentage change. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments p128]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Operating Income by Reportable Segments", - "metadata": { - "length": 219, - "summary": "This section presents a table detailing the Operating Income by Reportable Segments for the years ended Jan 25, 2026, and Jan 26, 2025. The data is provided in millions of dollars and includes columns for revenue, dollar change, and percentage change. The segments listed are Compute & Networking and Graphics. Following the table, text explains that the increase in operating income for the Compute & Networking segment was driven by revenue growth, partially offset by a $4.5 billion charge related to H20 excess inventory, while the Graphics segment's increase was driven by revenue growth.", - "page_nums": [ - 128 - ], - "keywords": [ - "Compute & Networking", - "Graphics", - "Data Center", - "Blackwell", - "NVLink", - "GB200", - "GB300", - "Ethernet", - "InfiniBand" - ], - "connect_to": [ - { - "target": "asset_0ea80d6c-33db-50d7-9d06-522b4a824bfd", - "relation": "related", - "ref": "[images/image_page_128_table_1.png]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments" - } - ], - "page_assets": [ - { - "page_num": 128, - "artifact_ref": "page_citation_assets/page-128.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c3e18313-2050-5c92-a4a8-5c65d122653d", - "type": "page", - "content": "Concentration of Revenue\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, \nODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources \nor third-party system integrators to complete their build. We refer to indirect customers as those who purchase products \nthrough our direct customers; indirect customers include CSPs, Neocloud builders, AI model makers, enterprises, and \npublic sector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this \ntrend may continue.\nDirect Customers – For fiscal year 2026, sales to one direct customer represented 22% of total revenue and sales to \nanother direct customer represented 14% of total revenue, all of which were primarily attributable to the Compute & \nNetworking segment.\nFor fiscal year 2025, sales to one direct customer represented 12% of total revenue and sales to two direct customers \neach represented 11% of total revenue, all of which were primarily attributable to the Compute & Networking segment.\nFor fiscal year 2024, sales to one direct customer represented 13% of total revenue, and were primarily attributable to \nthe Compute & Networking segment.\nIndirect Customers – Indirect customer revenue is an estimation based upon multiple factors including customer purchase \norder information, product specifications, internal sales data, and other sources. Indirect customers primarily purchase \nour products through system integrators and distributors. We generate a significant amount of our revenue from a \nlimited number of indirect customers, some individually representing 10% or more of our revenue. Certain companies \npurchase cloud and related services through various direct and indirect customers. We estimate that one AI research and \ndeployment company contributed to a meaningful amount of our revenue purchasing cloud services from our customers \nin fiscal year 2026.\nRevenue by geographic region is designated based on the location of the headquarters of direct customers. The end \ncustomer and shipping location may be different from our customers' headquarters location. Revenue from sales to \ncustomers headquartered outside of the United States accounted for 31% and 41% of total revenue for fiscal years 2026 \nand 2025, respectively.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue. Cost of revenue consists of the cost of semiconductors, \nincluding wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, \nincluding labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions, \nmemory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related intangible \namortization expense, costs for license and development and service arrangements, IP-related costs, and stock-based \ncompensation related to personnel associated with manufacturing operations.\nGross margins decreased to 71.1% in fiscal year 2026 from 75.0% in fiscal year 2025 as our business model transitioned \nfrom offering Hopper HGX systems to Blackwell full-scale datacenter solutions and a $4.5 billion charge associated with \nH20 excess inventory and purchase obligations in the first quarter of fiscal year 2026.\nProvisions for inventory and excess inventory purchase obligations totaled $7.2  billion and $3.7  billion for fiscal years \n2026 and 2025, respectively, including $4.5 billion associated with H20 excess inventory and purchase obligations for the \nfirst quarter of fiscal year 2026. Sales of previously reserved inventory and settlements of excess inventory purchase \nobligations resulted in a provision release of $1.5 billion and $689 million for fiscal years 2026 and 2025, respectively. The \nnet effect on our gross margin was an unfavorable impact of 2.6% and 2.3% in fiscal years 2026 and 2025, respectively.\nOperating Expenses\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\n$\nChange\n%\nChange\n \n($ in millions)\nResearch and development\n$ \n18,497 \n$ \n12,914 \n$ \n5,583 \n 43 %\nSales, general and administrative\n \n4,579 \n \n3,491 \n \n1,088 \n 31 %\nTotal operating expenses\n$ \n23,076 \n$ \n16,405 \n$ \n6,671 \n 41 %\nThe increases in research and development expenses for fiscal year 2026 were driven by a 29% increase in compensation \nand benefits expense, including stock-based compensation, reflecting employee growth and compensation increases and \na 79% increase in compute and infrastructure.\n41", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue", - "metadata": { - "length": 4603, - "summary": "The section details the concentration of revenue for NVIDIA, defining direct and indirect customers. It highlights that sales to a limited number of these customers account for significant portions of total revenue, primarily attributable to the Compute & Networking segment. Specific percentages are provided for fiscal years 2024, 2025, and 2026 regarding sales to major direct customers. Additionally, it notes that revenue from customers headquartered outside the United States accounted for 31% and 41% of total revenue in fiscal years 2026 and 2025, respectively.", - "page_nums": [ - 129 - ], - "keywords": [ - "NVIDIA", - "Compute & Networking", - "United States" - ], - "connect_to": [ - { - "target": "asset_92e878f7-c707-5822-a03d-7b0fb0babf57", - "relation": "embeds", - "ref": "[tables/table_page_129_1.html]" - } - ], - "page_assets": [ - { - "page_num": 129, - "artifact_ref": "page_citation_assets/page-129.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_1cf503a1-6db3-5c40-9aee-bd230d26a9f4", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue p129]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Gross Profit and Gross Margin", - "metadata": { - "length": 193, - "summary": "This section defines gross profit as total net revenue less cost of revenue, detailing the components of cost of revenue such as semiconductors, manufacturing support costs, and stock-based compensation. It reports that gross margins decreased to 71.1% in fiscal year 2026 from 75.0% in fiscal year 2025 due to a transition to Blackwell full-scale datacenter solutions and a $4.5 billion charge associated with H20 excess inventory. The text further breaks down provisions for inventory and excess inventory purchase obligations totaling $7.2 billion and $3.7 billion for fiscal years 2026 and 2025, respectively, noting an unfavorable impact on gross margin of 2.6% and 2.3%.", - "page_nums": [ - 129 - ], - "keywords": [ - "NVIDIA", - "Hopper HGX systems", - "Blackwell", - "H20" - ], - "connect_to": [ - { - "target": "asset_92e878f7-c707-5822-a03d-7b0fb0babf57", - "relation": "related", - "ref": "[tables/table_page_129_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue" - } - ], - "page_assets": [ - { - "page_num": 129, - "artifact_ref": "page_citation_assets/page-129.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b9bffe2c-25e4-5c66-8326-c752915719de", - "type": "page", - "content": "The increases in sales, general and administrative expenses for fiscal year 2026 were primarily driven by compensation \nand benefits expense, including stock-based compensation, reflecting employee growth and compensation increases.\nTotal Other Income, Net\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\n$\nChange\n \n($ in millions)\nInterest income\n$ \n2,300 \n$ \n1,786 \n$ \n514 \nInterest expense\n \n(259) \n(247) \n(12) \nOther income, net\n \n9,022 \n \n1,034 \n \n7,988 \nTotal other income, net\n$ \n11,063 \n$ \n2,573 \n$ \n8,490 \nThe increase in interest income was primarily due to growth in cash, cash equivalents, and debt securities.\nInterest expense is primarily comprised of coupon interest and debt discount amortization related to our notes.\nOther income, net primarily consists of realized or unrealized gains and losses from investments in non-marketable equity \nsecurities, publicly-held equity securities, and the impact of changes in foreign currency rates. The change in Other \nincome, net, compared to fiscal year 2025, was primarily driven by unrealized gains in non-marketable and publicly-held \nequity securities, including gains from our previously announced investment in Intel’s common stock. Refer to Note 7 and \n8 of the Notes to the Consolidated Financial Statements in Part  IV, Item  15 of this Annual Report on Form  10-K for \nadditional information regarding our non-marketable equity securities.\nIncome Taxes\nIncome tax expense was $21.4 billion and $11.1 billion for fiscal years 2026 and 2025, respectively. Income tax as a \npercentage of income before income tax was an expense of 15.1% and 13.3% for fiscal years 2026 and 2025, respectively.\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from stock-based compensation, \nFDDEI, and U.S. federal research tax credit relative to the increase in income before income tax.\nOur effective tax rates for fiscal years 2026 and 2025 were lower than the U.S. federal statutory rate of 21.0% primarily \ndue to tax benefits from FDDEI, stock-based compensation, income earned in jurisdictions that are subject to taxes at \nrates lower than the U.S. federal statutory tax rate, and the U.S. federal research tax credit.\nIn July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law and contains several changes to key U.S. federal \nincome tax laws. We have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year \n2026. We will continue to evaluate the impact of these legislative changes as tax authorities provide additional guidance \nand interpretation.\nAs of January 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain \nstate deferred tax assets are more likely than not realizable and released $711 million of valuation allowance.\nRefer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on \nForm 10-K for additional information.\nLiquidity and Capital Resources\n \nJan 25, 2026\nJan 26, 2025\n \n(In millions)\nCash and cash equivalents\n$ \n10,605 \n$ \n8,589 \nMarketable securities\n \n51,951 \n \n34,621 \nCash, cash equivalents, and marketable securities\n$ \n62,556 \n$ \n43,210 \n42", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net", - "metadata": { - "length": 3227, - "summary": "The section 'Total Other Income, Net' presents a table detailing financial components for the years ended Jan 25, 2026, and Jan 26, 2025. It lists Interest income, Interest expense, and Other income, net, culminating in Total other income, net of $11,063 million for 2026 compared to $2,573 million for 2025. The text explains that interest income growth is due to increased cash and debt securities, while interest expense relates to notes. Other income, net is driven by gains from non-marketable and publicly-held equity securities, including an investment in Intel's common stock.", - "page_nums": [ - 130 - ], - "keywords": [ - "Intel" - ], - "connect_to": [ - { - "target": "asset_03221cdd-0275-524b-9c20-4aff19eec97c", - "relation": "embeds", - "ref": "[tables/table_page_130_1.html]" - }, - { - "target": "asset_bc7247a5-353d-507f-974e-f0c4c17b196c", - "relation": "embeds", - "ref": "[tables/table_page_130_2.html]" - } - ], - "page_assets": [ - { - "page_num": 130, - "artifact_ref": "page_citation_assets/page-130.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_67ddb842-ddc1-5389-94e7-86b2536ebc0a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net p130]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources", - "metadata": { - "length": 192, - "summary": "The section titled 'Liquidity and Capital Resources' presents a table comparing the company's liquidity position for the fiscal years ended January 25, 2026, and January 26, 2025. The table details the amounts (in millions) for 'Cash and cash equivalents', 'Marketable securities', and the combined total of 'Cash, cash equivalents, and marketable securities'.", - "page_nums": [ - 130 - ], - "keywords": [ - "Intel" - ], - "connect_to": [ - { - "target": "asset_03221cdd-0275-524b-9c20-4aff19eec97c", - "relation": "related", - "ref": "[tables/table_page_130_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net" - }, - { - "target": "asset_bc7247a5-353d-507f-974e-f0c4c17b196c", - "relation": "related", - "ref": "[tables/table_page_130_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net" - } - ], - "page_assets": [ - { - "page_num": 130, - "artifact_ref": "page_citation_assets/page-130.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7ca5962d-49ec-5564-9797-e18662102fda", - "type": "page", - "content": "Year Ended\nJan 25, 2026\nJan 26, 2025\n \n(In millions)\nNet cash provided by operating activities\n$ \n102,718 \n$ \n64,089 \nNet cash used in investing activities\n$ \n(52,228) $ \n(20,421) \nNet cash used in financing activities\n$ \n(48,474) $ \n(42,359) \nOur fixed income security investments include highly rated, diversified investment types and credit exposures with \nshorter maturities.\nCash provided by operating activities increased in fiscal year 2026 compared to fiscal year 2025, due to higher revenue.\nCash used in investing activities increased in fiscal year 2026 compared to fiscal year 2025, primarily driven by higher \npurchases of equity investment securities and the execution of a non-exclusive license agreement with Groq.\nCash used in financing activities increased in fiscal year 2026 compared to fiscal year 2025, mainly due to higher share \nrepurchases.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, marketable securities, and cash generated by our \noperations. As of January 25, 2026, we had $62.6 billion in cash, cash equivalents, and marketable securities. We believe \nthat we have sufficient liquidity to meet our operating requirements for at least the next twelve months and for the \nforeseeable future, including our future obligations. We continuously evaluate our liquidity and capital resources, \nincluding our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-held equity securities, debt securities issued by the U.S. government and its \nagencies, highly-rated corporations and financial institutions, and foreign government entities, as well as certificates of \ndeposit issued by highly-rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. \nRefer to Note 7 of the Notes to the Consolidated Financial Statements in Part  IV, Item  15 of this Annual Report on \nForm 10-K for additional information.\nExcept for approximately $1.7 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which \nwe have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our \ncash, cash equivalents and marketable securities held outside the U.S. at the end of fiscal year 2026 are available for use \nin the U.S. without incurring additional U.S. federal income taxes. Our first quarter of any fiscal year (including fiscal year \n2027) generally does not include any estimated federal and state income tax payments and our second quarter of any \nfiscal year (including fiscal year 2027) generally includes two estimated federal and state income tax payments. \nCapital Return to Shareholders\nOn August 26, 2025, our Board of Directors approved an additional $60.0  billion in share repurchase authorization, \nwithout expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of \nJanuary 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion of our common \nstock. \nFrom January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-\nestablished trading plan. We may execute repurchases from time to time, subject to market conditions, operating \nrequirements, and other investment opportunities, in the open market, in privately negotiated transactions, pursuant to a \nRule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange \nAct. Our share repurchase program may be suspended at any time at our discretion.\nIn fiscal year 2026, we paid cash dividends to our shareholders of $974 million. The payment of future cash dividends is \nsubject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of \nour shareholders.\nThe U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued \nfor employee compensation made after December 31, 2022. The excise tax is included in our share repurchase cost and \nwas not material for fiscal years 2026 and 2025.\n43", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Liquidity", - "metadata": { - "length": 4217, - "summary": "The 'Liquidity' section outlines the company's primary sources of liquidity, including cash, cash equivalents, marketable securities, and operating cash flow. As of January 25, 2026, the company held $62.6 billion in these assets, which it deems sufficient to meet operating requirements for at least the next twelve months. The text details that marketable securities consist of publicly-held equity, U.S. government debt, highly-rated corporate and financial institution debt, and foreign government entities, primarily denominated in U.S. dollars. It also notes that approximately $1.7 billion of these funds are held outside the U.S. without accrued taxes upon repatriation.", - "page_nums": [ - 131 - ], - "keywords": [ - "January 25, 2026", - "$62.6 billion", - "U.S.", - "Form 10-K" - ], - "connect_to": [ - { - "target": "asset_2337a7cb-015c-5fef-a516-31eb251eb1b9", - "relation": "embeds", - "ref": "[tables/table_page_131_1.html]" - } - ], - "page_assets": [ - { - "page_num": 131, - "artifact_ref": "page_citation_assets/page-131.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_e073f1ce-cb10-5523-b530-48a527ca991a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Liquidity p131]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Capital Return to Shareholders", - "metadata": { - "length": 188, - "summary": "This section details the company's capital return activities to shareholders, primarily focusing on share repurchases and cash dividends. It highlights an additional $60.0 billion in share repurchase authorization approved by the Board of Directors on August 26, 2025. In fiscal year 2026, the company repurchased 282 million shares for $40.4 billion, with a remaining authorization of up to $58.5 billion as of January 25, 2026. Additionally, the company paid $974 million in cash dividends during fiscal year 2026. The text also mentions the U.S. Inflation Reduction Act of 2022 regarding excise taxes on share repurchases.", - "page_nums": [ - 131 - ], - "keywords": [ - "Board of Directors", - "U.S. Inflation Reduction Act of 2022" - ], - "connect_to": [ - { - "target": "asset_2337a7cb-015c-5fef-a516-31eb251eb1b9", - "relation": "related", - "ref": "[tables/table_page_131_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Liquidity" - } - ], - "page_assets": [ - { - "page_num": 131, - "artifact_ref": "page_citation_assets/page-131.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b767d76d-4fd5-5d3f-b34a-ef2706a6179a", - "type": "page", - "content": "Outstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of January 25, 2026, by year payable, are as follows:\n \nJan 25, 2026\n \n(In millions)\nDue in one year\n$ \n1,000 \nDue in one to five years\n \n2,750 \nDue in five to ten years\n \n1,250 \nDue in greater than ten years\n \n3,500 \nUnamortized debt discount and issuance costs\n \n(32) \nNet carrying amount\n$ \n8,468 \nLess short-term portion\n \n999 \nTotal long-term portion\n$ \n7,469 \nIn January 2026, we increased the amount of our commercial paper program, pursuant to which we may issue unsecured \ncommercial paper notes from time to time or all at once up to $25.0 billion. As of January 25, 2026, no commercial paper \nwas outstanding. We will continue to evaluate issuing commercial paper as a component of our overall liquidity strategy. \nRefer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form \n10-K for further discussion.\nMaterial Cash Requirements and Other Obligations\nFor descriptions of our facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations, \nrefer to Note 10, Note 11, Note 12, and Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 \nof this Annual Report on Form 10-K, respectively.\nWe expect to continue investing in our ecosystem. We are finalizing an investment and partnership agreement with \nOpenAI. There is no assurance that we will enter into an investment and partnership agreement with OpenAI or that a \ntransaction will be completed. Refer to Item 1A. Risk Factors for additional information regarding our investments.\nDuring fiscal year 2026 and fiscal year 2025, we spent $6.1 billion and $3.4 billion on capital expenditures, respectively. \nWe expect to increase capital expenditures in fiscal year 2027 relative to fiscal year 2026 to support the future growth of \nour business.\nUnrecognized tax benefits of $4.0 billion, which includes related interest and penalties of $374 million, were recorded in \nnon-current income tax payable at the end of fiscal year 2026. We are unable to estimate the timing of any potential tax \nliability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax positions and \nthe timing of the effective settlement of such tax positions. We are currently under examination by the Internal Revenue \nService for our fiscal years 2023 and 2024. Refer to Note 13 of the Notes to the Consolidated Financial Statements in \nPart IV, Item 15 of this Annual Report on Form 10-K for further information.\nAdoption of New and Recently Issued Accounting Pronouncements\nRefer to Note 1  of the Notes to the Consolidated Financial Statements in Part  IV, Item  15 of this Annual Report on \nForm 10-K for a discussion of adoption of new and recently issued accounting pronouncements.\nItem 7A. Quantitative and Qualitative Disclosures about Market Risk\nInvestment and Interest Rate Risk\nWe are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment \nportfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and growth of \nour businesses.\nAccording to our sensitivity analysis on our investment portfolio, a decrease in the yield curve of 0.5% as of the end of \nfiscal year 2026 and 2025 would decrease the fair value for these investments by approximately $0.2 billion. \nAs of the end of fiscal year 2026, we had $8.5 billion of senior Notes outstanding. We carry the Notes at face value less \nunamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no financial \nstatement risk associated with changes in interest rates. Refer to Note 11 of the Notes to the Consolidated Financial \nStatements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information. \n44", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program", - "metadata": { - "length": 3945, - "summary": "The section details the aggregate debt maturities as of January 25, 2026, broken down by time periods (due in one year, one to five years, etc.), totaling a net carrying amount of $8,468 million. It also describes the commercial paper program, noting an increase in the authorized issuance limit to $25.0 billion in January 2026, with no commercial paper outstanding as of that date.", - "page_nums": [ - 132 - ], - "keywords": [ - "January 25, 2026", - "$25.0 billion" - ], - "connect_to": [ - { - "target": "asset_61319388-fba6-5887-833d-ae33d7b486c1", - "relation": "embeds", - "ref": "[tables/table_page_132_1.html]" - } - ], - "page_assets": [ - { - "page_num": 132, - "artifact_ref": "page_citation_assets/page-132.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8f507ecb-18a3-50f2-884e-01002ef72993", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program p132]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Material Cash Requirements and Other Obligations", - "metadata": { - "length": 232, - "summary": "This section outlines the company's material cash requirements and other obligations. It references specific notes in the financial statements for details on facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations. The text discusses an ongoing investment and partnership agreement with OpenAI, noting that completion is not assured. It also provides capital expenditure figures for fiscal years 2025 ($3.4 billion) and 2026 ($6.1 billion), with expectations to increase spending in 2027. Additionally, it discloses unrecognized tax benefits of $4.0 billion recorded at the end of fiscal year 2026, including related interest and penalties.", - "page_nums": [ - 132 - ], - "keywords": [ - "OpenAI", - "Internal Revenue Service" - ], - "connect_to": [ - { - "target": "asset_61319388-fba6-5887-833d-ae33d7b486c1", - "relation": "related", - "ref": "[tables/table_page_132_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program" - } - ], - "page_assets": [ - { - "page_num": 132, - "artifact_ref": "page_citation_assets/page-132.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_1713460a-195b-51eb-8a74-fa87cfed9e74", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program p132]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Adoption of New and Recently Issued Accounting Pronouncements", - "metadata": { - "length": 232, - "summary": "This section directs readers to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of the Annual Report on Form 10-K for a discussion regarding the adoption of new and recently issued accounting pronouncements.", - "page_nums": [ - 132 - ], - "keywords": [ - "Note 1", - "Notes to the Consolidated Financial Statements", - "Part IV", - "Item 15", - "Annual Report on Form 10-K" - ], - "connect_to": [ - { - "target": "asset_61319388-fba6-5887-833d-ae33d7b486c1", - "relation": "related", - "ref": "[tables/table_page_132_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program" - } - ], - "page_assets": [ - { - "page_num": 132, - "artifact_ref": "page_citation_assets/page-132.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_4c10dc96-13e2-5ef9-8f18-7f7d3dad4c3f", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program p132]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7A. Quantitative and Qualitative Disclosures About Market Risk", - "metadata": { - "length": 232, - "summary": "This section, titled 'Item 7A. Quantitative and Qualitative Disclosures about Market Risk', focuses on the company's exposure to investment and interest rate risk. It details that the company is exposed to interest rate risk regarding its fixed-rate investment portfolio and outstanding debt. A sensitivity analysis indicates that a 0.5% decrease in the yield curve would reduce the fair value of investments by approximately $0.2 billion. Additionally, the text notes that as of fiscal year 2026, the company had $8.5 billion in senior Notes outstanding, which bear interest at a fixed rate, resulting in no financial statement risk associated with changes in interest rates.", - "page_nums": [ - 132 - ], - "keywords": [ - "Internal Revenue Service" - ], - "connect_to": [ - { - "target": "asset_61319388-fba6-5887-833d-ae33d7b486c1", - "relation": "related", - "ref": "[tables/table_page_132_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program" - } - ], - "page_assets": [ - { - "page_num": 132, - "artifact_ref": "page_citation_assets/page-132.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b3efdd60-8210-515c-9201-fd18582fecd3", - "type": "page", - "content": "Publicly-held equity securities are subject to market price volatility. A hypothetical 10% decrease in our publicly-held \nequity securities would decrease the fair value of the publicly-held equity securities balance by $1.8  billion and an \ninsignificant amount as of January 25, 2026 and January 26, 2025, respectively.\nNon-marketable equity securities are measured based on cost minus impairment, if any, and are adjusted for observable \nprice changes in orderly transactions for an identical or similar investment in the same issuer. Valuations of our non-\nmarketable equity securities are inherently complex due to the lack of readily available market data and observable \ntransactions, and impact of macroeconomic factors.\nFor a description of our equity investments, refer to Notes 7 and 8 of the Notes to Condensed Consolidated Financial \nStatements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.\nForeign Exchange Rate Risk\nWe consider our direct exposure to foreign exchange rate fluctuations to be minimal as substantially all of our sales are in \nUnited States dollars and foreign currency forward contracts are used to offset movements of foreign currency \nexchange rates.  Gains or losses from foreign currency remeasurement are included in other income or expenses. The \nimpact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years \n2026 and 2025.\nSales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, \ntherefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to \nother currencies would make our products more expensive, which could negatively impact our ability to compete. \nConversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers \nraising their manufacturing costs.\nIf the U.S. dollar strengthened by 10% as of January 25, 2026 and January 26, 2025, the amount recorded in Accumulated \nother comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been an \nadverse impact of $180 million and $136 million, respectively. Change in value of our foreign exchange contracts recorded \nin Accumulated other comprehensive income (loss) would be expected to offset a corresponding change in hedged \nforecasted foreign currency expenses when recognized.\nIf an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have \nresulted in an adverse impact on income before taxes of $124  million and $129  million as of January  25, 2026 and \nJanuary 26, 2025, respectively. These changes in fair values would be offset in Total other income, net, by corresponding \nchange in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contracts \nfully cover the foreign currency denominated monetary assets and liabilities balances.\nRefer to Note 10 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form \n10-K for additional information. \nItem 8. Financial Statements and Supplementary Data\nThe information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in \nthis Annual Report on Form 10-K. \nItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure\nNone. \nItem 9A. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of January  25, 2026, our management, including our Chief Executive Officer and Chief \nFinancial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the \nExchange Act) were effective to provide reasonable assurance that the information we are required to disclose in reports \nthat we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods \nspecified in the SEC rules and forms, and that such information is accumulated and communicated to our management, \nincluding our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding \nrequired disclosures.\nManagement’s Annual Report on Internal Control Over Financial Reporting\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as \nsuch term is defined in Exchange Act Rule  13a-15(f). Under the supervision and with the participation of our \n45", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 8. Financial Statements and Supplementary Data", - "metadata": { - "length": 4655, - "summary": "This section states that the information required by Item 8 is set forth in the Consolidated Financial Statements and Notes included in the Annual Report on Form 10-K.", - "page_nums": [ - 133 - ], - "keywords": [ - "Form 10-K" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 133, - "artifact_ref": "page_citation_assets/page-133.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_15dbcf4b-f3c9-5127-8de7-6cb1170a2aa0", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 8. Financial Statements and Supplementary Data p133]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure", - "metadata": { - "length": 104, - "summary": "The section titled 'Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure' contains a single statement indicating that there are no changes or disagreements to report.", - "page_nums": [ - 133 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 133, - "artifact_ref": "page_citation_assets/page-133.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a90499dc-0263-5389-8203-bf49043cc590", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 8. Financial Statements and Supplementary Data p133]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9A. Controls and Procedures", - "metadata": { - "length": 104, - "summary": "This section, titled 'Item 9A. Controls and Procedures', details the company's evaluation of its disclosure controls and procedures as of January 25, 2026. Management, including the Chief Executive Officer and Chief Financial Officer, concluded that these controls were effective in providing reasonable assurance regarding the recording, processing, and reporting of information required under the Exchange Act. The section also initiates the 'Management’s Annual Report on Internal Control Over Financial Reporting', stating management's responsibility for establishing adequate internal controls.", - "page_nums": [ - 133 - ], - "keywords": [ - "Chief Executive Officer", - "Chief Financial Officer" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 133, - "artifact_ref": "page_citation_assets/page-133.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_afc9a6dd-0b9c-5d83-9973-8b5d05654d6f", - "type": "page", - "content": "management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the \neffectiveness of our internal control over financial reporting as of January 25, 2026 based on the criteria set forth in \nInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway \nCommission. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, our \nmanagement concluded that our internal control over financial reporting was effective as of January 25, 2026.\nThe effectiveness of our internal control over financial reporting as of January  25, 2026 has been audited by \nPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included \nherein.\nChanges in Internal Control Over Financial Reporting\nThere have been no changes in our internal control over financial reporting during the quarter ended January 25, 2026 \nthat have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We \nare continuing a phased upgrade of our enterprise resource planning, or ERP, system to update our existing core financial \nsystems. The ERP system is designed to accurately maintain our financial records used to report operating results. We \nwill continue to evaluate each quarter whether there are changes that materially affect our internal control over financial \nreporting.\nInherent Limitations on Effectiveness of Controls\nOur management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure \ncontrols and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well \nconceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system \nare met. Further, the design of a control system must reflect the fact that there are resource constraints, and the \nbenefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, \nno evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within \nNVIDIA have been detected.\nItem 9B. Other Information\nThe following members of our Board of Directors and/or officers adopted, modified or terminated a trading arrangement \nthat is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 Trading Arrangement:\nName\nTitle of Director \nor Officer\nAction\nDate\nTotal Shares of \nCommon Stock to be \nSold\nExpiration Date\nJohn O. Dabiri \nDirector\nAdoption \n12/10/2025\n3,984*\n12/7/2026\nColette M. \nKress \nExecutive Vice \nPresident and \nChief Financial \nOfficer\nAdoption \n12/18/2025\n500,000\n3/23/2027\n*Estimated assuming our closing stock price as of January 23, 2026. The number of shares is based on an estimate \nbecause the plan specifies a formulaic dollar amount of shares to be sold.\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections\nNot Applicable.\nPart III\nCertain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy \nstatement pursuant to Regulation 14A, or the 2026 Proxy Statement, no later than 120 days after the end of fiscal year \n2026, and certain information included therein is incorporated herein by reference.\nItem 10. Directors, Executive Officers and Corporate Governance\nIdentification of Directors\nInformation regarding directors required by this item will be contained in our 2026 Proxy Statement under the caption \n“Proposal 1 — Election of Directors,” and is hereby incorporated by reference.\nIdentification of Executive Officers\nReference is made to the information regarding executive officers appearing under the heading “Information About Our \nExecutive Officers” in Part I of this Annual Report on Form 10-K, which information is hereby incorporated by reference.\n46", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9B. Other Information", - "metadata": { - "length": 4037, - "summary": "This section lists members of the Board of Directors and/or officers who adopted, modified, or terminated a trading arrangement intended to satisfy Rule 10b5-1(c). It includes a table detailing the Name, Title, Action (Adoption), Date, Total Shares of Common Stock to be Sold, and Expiration Date for John O. Dabiri and Colette M. Kress.", - "page_nums": [ - 134 - ], - "keywords": [ - "John O. Dabiri", - "Colette M. Kress" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 134, - "artifact_ref": "page_citation_assets/page-134.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_1dfc1d84-874e-52c1-85c9-37fd4cc2d5cd", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 9B. Other Information p134]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", - "metadata": { - "length": 79, - "summary": "The section titled 'Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections' contains a single statement indicating that the disclosure is 'Not Applicable'.", - "page_nums": [ - 134 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 134, - "artifact_ref": "page_citation_assets/page-134.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9913bb1b-5b9d-5b55-9d3f-8b73289d498d", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part II/Item 9B. Other Information p134]", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 10. Directors, Executive Officers and Corporate Governance", - "metadata": { - "length": 79, - "summary": "This section, titled 'Item 10. Directors, Executive Officers and Corporate Governance', states that information regarding directors is incorporated by reference from the company's 2026 Proxy Statement under the caption 'Proposal 1 — Election of Directors'. Additionally, information regarding executive officers is incorporated by reference from Part I of the Annual Report on Form 10-K under the heading 'Information About Our Executive Officers'.", - "page_nums": [ - 134 - ], - "keywords": [ - "SEC", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 134, - "artifact_ref": "page_citation_assets/page-134.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_01d5ed0f-d9f1-5f9b-9566-ed29ebf0fba9", - "type": "page", - "content": "Identification of Audit Committee and Financial Experts\nInformation regarding our Audit Committee required by this item will be contained in our 2026 Proxy Statement under \nthe captions “Report of the Audit Committee of the Board of Directors” and “Information About the Board of Directors \nand Corporate Governance,” and is hereby incorporated by reference.\nMaterial Changes to Procedures for Recommending Directors\nInformation regarding procedures for recommending directors required by this item will be contained in our 2026 Proxy \nStatement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby \nincorporated by reference.\nDelinquent Section 16(a) Reports\nInformation regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our \n2026 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and such disclosure, if any, is hereby \nincorporated by reference.\nCode of Conduct\nInformation regarding our Code of Conduct required by this item will be contained in our 2026 Proxy Statement under the \ncaption “Information About the Board of Directors and Corporate Governance — Code of Conduct,” and is hereby \nincorporated by reference. The full text of our Code of Conduct and Financial Team Code of Conduct are published on the \nInvestor Relations portion of our website, under Governance, at www.nvidia.com. If we make any amendments to either \ncode, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the \nnature of the amendment or waiver on our website or in a report on Form 8-K. The contents of our website are not a part \nof this Annual Report on Form 10-K.\nInsider Trading Policy\nThe information required by Item 408(b) of Regulation S-K is incorporated by reference from the information contained in \nour 2026 Proxy Statement under the heading “Information About the Board of Directors and Corporate Governance.”\nItem 11. Executive Compensation\nInformation regarding our executive compensation required by this item will be contained in our 2026 Proxy Statement \nunder the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Director \nCompensation,” and “Compensation Committee Report,” and is hereby incorporated by reference.\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder \nMatters\nOwnership of NVIDIA Securities\nInformation regarding ownership of NVIDIA securities required by this item will be contained in our 2026 Proxy Statement \nunder the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by \nreference.\nEquity Compensation Plan Information\nInformation regarding our equity compensation plans required by this item will be contained in our 2026 Proxy Statement \nunder the caption \"Equity Compensation Plan Information,\" and is hereby incorporated by reference.\nItem 13. Certain Relationships and Related Transactions, and Director Independence\nInformation regarding related transactions and director independence required by this item will be contained in our 2026 \nProxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of \nDirectors and Corporate Governance — Independence of the Members of the Board of Directors,” and is hereby \nincorporated by reference.\nItem 14. Principal Accountant Fees and Services\nInformation regarding accounting fees and services required by this item will be contained in our 2026 Proxy Statement \nunder the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by \nreference. \n47", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 11. Executive Compensation", - "metadata": { - "length": 3756, - "summary": "This section states that information regarding executive compensation will be contained in the company's 2026 Proxy Statement under specific captions, including 'Executive Compensation,' 'Compensation Committee Interlocks and Insider Participation,' 'Director Compensation,' and 'Compensation Committee Report.' The content is incorporated by reference.", - "page_nums": [ - 135 - ], - "keywords": [ - "2026 Proxy Statement", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 135, - "artifact_ref": "page_citation_assets/page-135.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_0919e710-b456-570f-bb50-6944134229e1", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part III/Item 11. Executive Compensation p135]", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", - "metadata": { - "length": 85, - "summary": "This section, titled 'Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters', states that information regarding the ownership of NVIDIA securities will be contained in the company's 2026 Proxy Statement under the caption 'Security Ownership of Certain Beneficial Owners and Management'. Additionally, it notes that information concerning equity compensation plans required by this item will also be included in the 2026 Proxy Statement under the caption 'Equity Compensation Plan Information'.", - "page_nums": [ - 135 - ], - "keywords": [ - "NVIDIA", - "2026 Proxy Statement" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 135, - "artifact_ref": "page_citation_assets/page-135.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_31e92c8d-5b9b-54d3-b15f-4a2ddef1e9c7", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part III/Item 11. Executive Compensation p135]", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 13. Certain Relationships and Related Transactions, and Director Independence", - "metadata": { - "length": 85, - "summary": "This section states that information regarding related transactions and director independence will be included in the 2026 Proxy Statement under the captions 'Review of Transactions with Related Persons' and 'Information About the Board of Directors and Corporate Governance — Independence of the Members of the Board of Directors,' and is hereby incorporated by reference.", - "page_nums": [ - 135 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 135, - "artifact_ref": "page_citation_assets/page-135.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_12348f0d-0b7c-5d32-8fb0-3eb666ee69c6", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part III/Item 11. Executive Compensation p135]\n\nPart IV\nItem 15. Exhibits and Financial Statement Schedules\n \n \nPage\n(a)\n1.\nFinancial Statements\n \n \nReport of Independent Registered Public Accounting Firm (PCAOB ID: 238)\n49\n \nConsolidated Statements of Income for the years ended January 25, 2026, January 26, 2025, and \nJanuary 28, 2024\n51\nConsolidated Statements of Comprehensive Income for the years ended January 25, 2026, January \n26, 2025, and January 28, 2024\n52\n \nConsolidated Balance Sheets as of January 25, 2026 and January 26, 2025\n53\n \nConsolidated Statements of Shareholders’ Equity for the years ended January 25, 2026, January \n26, 2025, and January 28, 2024\n54\n \nConsolidated Statements of Cash Flows for the years ended January 25, 2026, January 26, 2025, \nand January 28, 2024\n55\n \nNotes to the Consolidated Financial Statements\n56\n2.\nFinancial Statement Schedule\n \n \nSchedule II Valuation and Qualifying Accounts for the years ended January 25, 2026, January 26, \n2025, and January 28, 2024\n81\n3.\nExhibits\n \n \nThe exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a \npart of this Annual Report on Form 10-K.\n82\n48", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 14. Principal Accountant Fees and Services", - "metadata": { - "length": 1218, - "summary": "This section states that information regarding accounting fees and services required by Item 14 will be contained in the company's 2026 Proxy Statement under the caption \"Fees Billed by the Independent Registered Public Accounting Firm,\" and is hereby incorporated by reference.", - "page_nums": [ - 135, - 136 - ], - "keywords": [ - "2026 Proxy Statement", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 135, - "artifact_ref": "page_citation_assets/page-135.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 136, - "artifact_ref": "page_citation_assets/page-136.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2cdd49e0-a55c-548a-aac9-d98a8bb4428a", - "type": "page", - "content": "Report of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of NVIDIA Corporation\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the \n“Company”) as of January 25, 2026 and January 26, 2025, and the related consolidated statements of income, \ncomprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended January 25, \n2026, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) \n(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control \nover financial reporting as of January 25, 2026, based on criteria established in Internal Control - Integrated Framework \n(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial \nposition of the Company as of January 25, 2026 and January 26, 2025, and the results of its operations and its cash flows \nfor each of the three years in the period ended January 25, 2026 in conformity with accounting principles generally \naccepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective \ninternal control over financial reporting as of January 25, 2026, based on criteria established in Internal Control - \nIntegrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal \ncontrol over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, \nincluded in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our \nresponsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal \ncontrol over financial reporting based on our audits. We are a public accounting firm registered with the Public Company \nAccounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in \naccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange \nCommission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and \nperform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of \nmaterial misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was \nmaintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material \nmisstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that \nrespond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and \ndisclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used \nand significant estimates made by management, as well as evaluating the overall presentation of the consolidated \nfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal \ncontrol over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design \nand operating effectiveness of internal control based on the assessed risk. Our audits also included performing such \nother procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis \nfor our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the \nreliability of financial reporting and the preparation of financial statements for external purposes in accordance with \ngenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies and \nprocedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the \ntransactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are \nrecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting \nprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations of \nmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely \ndetection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the \nfinancial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. \nAlso, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become \ninadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may \ndeteriorate.\n49", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Opinions on the Financial Statements and Internal Control over Financial Reporting/Basis for Opinions", - "metadata": { - "length": 5575, - "summary": "This section outlines the responsibilities of management versus the independent registered public accounting firm regarding the consolidated financial statements and internal control over financial reporting. It details that the audits were conducted in accordance with Public Company Accounting Oversight Board (PCAOB) standards to obtain reasonable assurance about whether the financial statements are free of material misstatement and if effective internal controls were maintained. The text describes the audit procedures performed, including risk assessment, testing evidence on a sample basis, evaluating accounting principles and estimates, and assessing the design and operating effectiveness of internal controls.", - "page_nums": [ - 137 - ], - "keywords": [ - "NVIDIA Corporation", - "Public Company Accounting Oversight Board (United States)", - "Securities and Exchange Commission", - "PCAOB" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 137, - "artifact_ref": "page_citation_assets/page-137.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_881ae1ec-b752-5066-8965-97c4851e0557", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Opinions on the Financial Statements and Internal Control over Financial Reporting/Basis for Opinions p137]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Opinions on the Financial Statements and Internal Control over Financial Reporting/Definition and Limitations of Internal Control over Financial Reporting", - "metadata": { - "length": 206, - "summary": "This section defines internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. It details that this control includes policies and procedures for maintaining accurate records, ensuring authorized transactions, and preventing unauthorized asset acquisition or use. The text also outlines inherent limitations, noting that controls may not prevent all misstatements and that future projections of effectiveness are subject to risks such as changing conditions or deteriorating compliance.", - "page_nums": [ - 137 - ], - "keywords": [ - "NVIDIA Corporation", - "Committee of Sponsoring Organizations of the Treadway Commission", - "COSO", - "Public Company Accounting Oversight Board (United States)", - "Securities and Exchange Commission" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 137, - "artifact_ref": "page_citation_assets/page-137.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_127ecfcc-584b-5485-9c59-818a258cfc7b", - "type": "page", - "content": "Critical Audit Matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated \nfinancial statements that was communicated or required to be communicated to the audit committee and that (i) relates \nto accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially \nchallenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our \nopinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit \nmatter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it \nrelates.\nValuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments \nAs described in Notes 1, 9, and 12 to the consolidated financial statements, the Company charges cost of sales for \ninventory provisions to write-down inventory for excess or obsolete inventory and for excess product purchase \ncommitments. Most of the Company’s inventory provisions relate to excess quantities of products, based on the \nCompany’s inventory levels and future product purchase commitments compared to assumptions about future demand \nincluding the impact of market conditions such as regulatory export restrictions on their products. As of January 25, \n2026, the Company’s consolidated inventories balance was $21.4 billion and the Company’s consolidated outstanding \ninventory purchase and long-term supply and capacity obligations balance was $95.2 billion, of which a significant portion \nrelates to inventory purchase obligations.\nThe principal considerations for our determination that performing procedures relating to the valuation of inventories, \nspecifically the provisions for excess or obsolete inventories and excess product purchase commitments, is a critical audit \nmatter are the significant judgment by management when developing provisions for excess or obsolete inventories and \nexcess product purchase commitments, including developing assumptions related to future demand and market \nconditions. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and \nevaluating management’s assumptions related to future demand and market conditions.\nAddressing the matter involved performing procedures and evaluating audit evidence in connection with forming our \noverall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls \nrelating to management’s provisions for excess or obsolete inventories and excess product purchase commitments, \nincluding controls over management’s assumptions related to future demand and market conditions. These procedures \nalso included, among others, testing management’s process for developing the provisions for excess or obsolete \ninventories and excess product purchase commitments; evaluating the appropriateness of management’s approach; \ntesting the completeness and accuracy of underlying data used in the approach; and evaluating the reasonableness of \nmanagement’s assumptions related to future demand and market conditions. Evaluating management’s assumptions \nrelated to future demand and market conditions involved evaluating whether the assumptions used by management were \nreasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external \nmarket and industry data, and (iii) changes in technology.\n/s/PricewaterhouseCoopers LLP\nSan Jose, California\nFebruary 25, 2026\nWe have served as the Company’s auditor since 2004. \n50\n\nNVIDIA Corporation and Subsidiaries\nConsolidated Statements of Income\n(In millions, except per share data)\nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\nRevenue\n$ \n215,938 \n$ \n130,497 \n$ \n60,922 \nCost of revenue\n \n62,475 \n \n32,639 \n \n16,621 \nGross profit\n \n153,463 \n \n97,858 \n \n44,301 \nOperating expenses\nResearch and development\n \n18,497 \n \n12,914 \n \n8,675 \nSales, general and administrative\n \n4,579 \n \n3,491 \n \n2,654 \nTotal operating expenses\n \n23,076 \n \n16,405 \n \n11,329 \nOperating income\n \n130,387 \n \n81,453 \n \n32,972 \nInterest income\n \n2,300 \n \n1,786 \n \n866 \nInterest expense\n \n(259) \n(247) \n(257) \nOther income, net\n \n9,022 \n \n1,034 \n \n237 \nTotal other income, net\n \n11,063 \n \n2,573 \n \n846 \nIncome before income tax\n \n141,450 \n \n84,026 \n \n33,818 \nIncome tax expense\n \n21,383 \n \n11,146 \n \n4,058 \nNet income\n$ \n120,067 \n$ \n72,880 \n$ \n29,760 \nNet income per share:\nBasic\n$ \n4.93 \n$ \n2.97 \n$ \n1.21 \nDiluted\n$ \n4.90 \n$ \n2.94 \n$ \n1.19 \nWeighted average shares used in per share computation:\nBasic\n \n24,359 \n \n24,555 \n \n24,690 \nDiluted\n \n24,514 \n \n24,804 \n \n24,940 \nSee accompanying Notes to the Consolidated Financial Statements.\n51\n\nNVIDIA Corporation and Subsidiaries\nConsolidated Statements of Comprehensive Income\n(In millions)\nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\nNet income\n$ \n120,067 \n$ \n72,880 \n$ \n29,760 \nOther comprehensive income, net of tax\nAvailable-for-sale securities:\nNet change in unrealized gain\n \n107 \n \n1 \n \n80 \nCash flow hedges:\nNet change in unrealized gain (loss)\n \n43 \n \n— \n \n(10) \nOther comprehensive income, net of tax\n \n150 \n \n1 \n \n70 \nTotal comprehensive income\n$ \n120,217 \n$ \n72,881 \n$ \n29,830 \nSee accompanying Notes to the Consolidated Financial Statements.\n52\n\nNVIDIA Corporation and Subsidiaries\nConsolidated Balance Sheets\n(In millions, except par value)\n \nJan 25, 2026\nJan 26, 2025\nAssets\n \n \nCurrent assets:\n \n \nCash and cash equivalents\n$ \n10,605 \n$ \n8,589 \nMarketable securities\n \n51,951 \n \n34,621 \nAccounts receivable, net\n \n38,466 \n \n23,065 \nInventories\n \n21,403 \n \n10,080 \nPrepaid expenses and other current assets\n \n3,180 \n \n3,771 \nTotal current assets\n \n125,605 \n \n80,126 \nProperty and equipment, net\n \n10,383 \n \n6,283 \nOperating lease assets\n \n2,867 \n \n1,793 \nGoodwill\n \n20,832 \n \n5,188 \nIntangible assets, net\n \n3,306 \n \n807 \nDeferred income tax assets\n \n13,258 \n \n10,979 \nNon-marketable equity securities\n \n22,251 \n \n3,387 \nOther assets\n \n8,301 \n \n3,038 \nTotal assets\n$ \n206,803 \n$ \n111,601 \nLiabilities and Shareholders' Equity\nCurrent liabilities:\nAccounts payable\n$ \n9,812 \n$ \n6,310 \nAccrued and other current liabilities\n \n21,352 \n \n11,737 \nShort-term debt\n \n999 \n \n— \nTotal current liabilities\n \n32,163 \n \n18,047 \nLong-term debt\n \n7,469 \n \n8,463 \nLong-term operating lease liabilities \n \n2,572 \n \n1,519 \nOther long-term liabilities\n \n7,306 \n \n4,245 \nTotal liabilities\n \n49,510 \n \n32,274 \nCommitments and contingencies - see Note 12\n \n— \n \n— \nShareholders’ equity:\nPreferred stock, $0.001 par value; 2 shares authorized; none issued\n \n— \n \n— \nCommon stock, $0.001 par value; 80,000 shares authorized; 24,304 shares \nissued and outstanding as of January 25, 2026; 24,477 shares issued and \noutstanding as of January 26, 2025\n \n24 \n \n24 \nAdditional paid-in capital\n \n10,118 \n \n11,237 \nAccumulated other comprehensive income\n \n178 \n \n28 \nRetained earnings\n \n146,973 \n \n68,038 \nTotal shareholders' equity\n \n157,293 \n \n79,327 \nTotal liabilities and shareholders' equity\n$ \n206,803 \n$ \n111,601 \nSee accompanying Notes to the Consolidated Financial Statements.\n53\n\nNVIDIA Corporation and Subsidiaries\nConsolidated Statements of Shareholders' Equity\nCommon Stock\nOutstanding\nAdditional \nPaid-in\nAccumulated \nOther \nComprehensive\nRetained\nTotal \nShareholders'\nShares\nAmount\nCapital\n Income (Loss)\n Earnings\n Equity\n(In millions, except per share data)\nBalances as of Jan 29, 2023\n \n24,661 \n$ \n25 \n$ \n11,948 \n$ \n(43) $ \n10,171 \n$ \n22,101 \nNet income\n \n— \n \n— \n \n— \n \n— \n \n29,760 \n \n29,760 \nOther comprehensive income\n \n— \n \n— \n \n— \n \n70 \n \n— \n \n70 \nIssuance of common stock\n \n265 \n \n— \n \n403 \n \n— \n \n— \n \n403 \nTax withholding related to common stock\n \n(72) \n— \n \n(2,783) \n— \n \n— \n \n(2,783) \nShares repurchased\n \n(211) \n— \n \n(27) \n— \n \n(9,719) \n(9,746) \nCash dividends declared and paid ($0.016 per common share)\n \n— \n \n— \n \n— \n \n— \n \n(395) \n(395) \nStock-based compensation\n \n— \n \n— \n \n3,568 \n \n— \n \n— \n \n3,568 \nBalances as of Jan 28, 2024\n \n24,643 \n \n25 \n \n13,109 \n \n27 \n \n29,817 \n \n42,978 \nNet income\n \n— \n \n— \n \n— \n \n— \n \n72,880 \n \n72,880 \nOther comprehensive income\n \n— \n \n— \n \n— \n \n1 \n \n— \n \n1 \nIssuance of common stock\n \n203 \n \n— \n \n490 \n \n— \n \n— \n \n490 \nTax withholding related to common stock\n \n(59) \n— \n \n(6,930) \n— \n \n— \n \n(6,930) \nShares repurchased\n \n(310) \n(1) \n(189) \n— \n \n(33,825) \n(34,015) \nCash dividends declared and paid ($0.034 per common share)\n \n— \n \n— \n \n— \n \n— \n \n(834) \n(834) \nStock-based compensation\n \n— \n \n— \n \n4,757 \n \n— \n \n— \n \n4,757 \nBalances as of Jan 26, 2025\n \n24,477 \n \n24 \n \n11,237 \n \n28 \n \n68,038 \n \n79,327 \nNet income\n \n— \n \n— \n \n— \n \n— \n \n120,067 \n \n120,067 \nOther comprehensive income\n \n— \n \n— \n \n— \n \n150 \n \n— \n \n150 \nIssuance of common stock\n \n160 \n \n— \n \n644 \n \n— \n \n— \n \n644 \nTax withholding related to common stock\n \n(51) \n— \n \n(7,948) \n— \n \n— \n \n(7,948) \nShares repurchased\n \n(282) \n— \n \n(230) \n— \n \n(40,158) \n(40,388) \nCash dividends declared and paid ($0.04 per common share)\n \n— \n \n— \n \n— \n \n— \n \n(974) \n(974) \nFair value of partially vested equity awards assumed in connection with\nacquisitions\n \n— \n \n— \n \n28 \n \n— \n \n— \n \n28 \nStock-based compensation\n \n— \n \n— \n \n6,387 \n \n— \n \n— \n \n6,387 \nBalances as of Jan 25, 2026\n \n24,304 \n$ \n24 \n$ \n10,118 \n$ \n178 \n$ \n146,973 \n$ \n157,293 \nSee accompanying Notes to the Consolidated Financial Statements.\n54\n\nNVIDIA Corporation and Subsidiaries\nConsolidated Statements of Cash Flows\n(In millions)\nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\nCash flows from operating activities:\n \n \nNet income\n$ \n120,067 \n$ \n72,880 \n$ \n29,760 \nAdjustments to reconcile net income to net cash provided by operating \nactivities:\nStock-based compensation expense\n \n6,386 \n \n4,737 \n \n3,549 \nDepreciation and amortization\n \n2,843 \n \n1,864 \n \n1,508 \nGains on non-marketable equity securities and publicly-held \nequity securities, net\n \n(8,918) \n(1,030) \n(238) \nDeferred income taxes\n \n(1,424) \n(4,477) \n(2,489) \nOther\n \n(287) \n(502) \n(278) \nChanges in operating assets and liabilities, net of acquisitions:\nAccounts receivable\n \n(15,399) \n(13,063) \n(6,172) \nInventories\n \n(11,324) \n(4,781) \n(98) \nPrepaid expenses and other assets\n \n577 \n \n(395) \n(1,522) \nAccounts payable\n \n3,096 \n \n3,357 \n \n1,531 \nAccrued and other current liabilities\n \n5,257 \n \n4,278 \n \n2,025 \nOther long-term liabilities\n \n1,844 \n \n1,221 \n \n514 \nNet cash provided by operating activities\n \n102,718 \n \n64,089 \n \n28,090 \nCash flows from investing activities:\nProceeds from sales of marketable securities\n \n15,157 \n \n495 \n \n50 \nProceeds from maturities of marketable securities\n \n11,226 \n \n11,195 \n \n9,732 \nProceeds from sales of non-marketable equity securities\n \n84 \n \n171 \n \n1 \nPurchases of marketable securities\n \n(40,616) \n(26,575) \n(18,211) \nPurchases of non-marketable equity securities\n \n(17,502) \n(1,486) \n(862) \nGroq, Inc.\n \n(13,000) \n— \n \n— \nPurchases related to property and equipment and intangible \nassets\n \n(6,042) \n(3,236) \n(1,069) \nAcquisitions, net of cash acquired\n \n(1,535) \n(1,007) \n(83) \nOther\n \n— \n \n22 \n \n(124) \nNet cash used in investing activities\n \n(52,228) \n(20,421) \n(10,566) \nCash flows from financing activities:\nProceeds related to employee stock plans\n \n644 \n \n490 \n \n403 \nPayments related to repurchases of common stock\n \n(40,086) \n(33,706) \n(9,533) \nPayments related to employee stock plan taxes\n \n(7,948) \n(6,930) \n(2,783) \nDividends paid\n \n(974) \n(834) \n(395) \nPrincipal payments on property and equipment and intangible \nassets\n \n(101) \n(129) \n(74) \nRepayment of debt\n \n— \n \n(1,250) \n(1,250) \nOther\n \n(9) \n— \n \n(1) \nNet cash used in financing activities\n \n(48,474) \n(42,359) \n(13,633) \nChange in cash and cash equivalents\n \n2,016 \n \n1,309 \n \n3,891 \nCash and cash equivalents at beginning of period\n \n8,589 \n \n7,280 \n \n3,389 \nCash and cash equivalents at end of period\n$ \n10,605 \n$ \n8,589 \n$ \n7,280 \nSupplemental disclosures of cash flow information:\nCash paid for income taxes, net\n$ \n20,288 \n$ \n15,118 \n$ \n6,549 \nSee accompanying Notes to the Consolidated Financial Statements.\n55", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Critical Audit Matters", - "metadata": { - "length": 12205, - "summary": "This section details the critical audit matter concerning the valuation of inventories, specifically focusing on provisions for excess or obsolete inventories and excess product purchase commitments. It explains that this area required significant judgment from management regarding future demand and market conditions, which in turn necessitated substantial auditor effort to evaluate these assumptions. The text provides context by stating the company's consolidated inventory balance was $21.4 billion as of January 25, 2026. It also outlines the procedures performed by the auditors, including testing controls, evaluating management's process and approach, and assessing the reasonableness of assumptions related to historical results, external data, and technology changes.", - "page_nums": [ - 138, - 139, - 140, - 141, - 142, - 143 - ], - "keywords": [ - "PricewaterhouseCoopers LLP", - "San Jose, California" - ], - "connect_to": [ - { - "target": "asset_a2e0b44b-23f6-5265-bf59-a3a31186a195", - "relation": "embeds", - "ref": "[tables/table_page_139_1.html]" - }, - { - "target": "asset_6fdcb22d-204b-54c8-a942-4a9593ad27b6", - "relation": "embeds", - "ref": "[tables/table_page_141_1.html]" - }, - { - "target": "asset_30a73029-5359-5ef9-b9c6-6c8178df5ca0", - "relation": "embeds", - "ref": "[tables/table_page_142_1.html]" - }, - { - "target": "asset_b215eca0-4a98-558b-8f50-9b1e625dd2e8", - "relation": "embeds", - "ref": "[tables/table_page_143_1.html]" - } - ], - "page_assets": [ - { - "page_num": 138, - "artifact_ref": "page_citation_assets/page-138.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 139, - "artifact_ref": "page_citation_assets/page-139.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 140, - "artifact_ref": "page_citation_assets/page-140.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 141, - "artifact_ref": "page_citation_assets/page-141.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 142, - "artifact_ref": "page_citation_assets/page-142.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1548, - "height": 1188 - }, - { - "page_num": 143, - "artifact_ref": "page_citation_assets/page-143.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a31fc608-3d17-5a1d-a629-335f446ae92f", - "type": "page", - "content": "Note 1 - Organization and Summary of Significant Accounting Policies\nOur Company\nHeadquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in \nDelaware in April 1998.\nAll references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.\nCertain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation. Non-\nmarketable equity securities, previously presented within other assets, were reclassified to be presented separately on \nour consolidated balance sheets and had no impact to total assets or consolidated statement of cash flows.\nFiscal Year\nWe operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2026, 2025 and 2024 were all 52-\nweek years. Fiscal year 2027 will be a 53-week year with the fourth quarter consisting of 14 weeks.\nPrinciples of Consolidation\nOur consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All \nintercompany balances and transactions have been eliminated in consolidation.\nUse of Estimates\nThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and \nassumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities \nat the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. \nActual results could differ materially from our estimates. On an on-going basis, we evaluate our estimates, including those \nrelated to accounts receivable, cash equivalents and marketable securities, goodwill, income taxes, inventories and \nproduct purchase commitments, investigation and settlement costs, litigation, non-marketable equity securities, other \ncontingencies, property, plant, and equipment, revenue recognition, and stock-based compensation. These estimates are \nbased on historical facts and various other assumptions that we believe are reasonable.\nRevenue Recognition\nWe derive our revenue primarily from product sales including hardware and systems. We determine revenue recognition \nthrough the following steps: (1) identification of the contract with a customer; (2) identification of the performance \nobligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the \nperformance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by \nmaximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and \n(5) recognition of revenue when, or as, we satisfy a performance obligation. Payment from customers, per our standard \npayment terms, is generally due shortly after delivery of our products.\nProduct Sales Revenue\nRevenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects \nthe consideration we expect to receive in exchange for those products. Certain products are sold with support or an \nextended warranty. Support and extended warranty revenue are recognized ratably over the service period, or as services \nare performed. Revenue is recognized net of allowances for returns, customer programs and any taxes collected from \ncustomers.\nFor products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for \nestimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if \nproduct returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional \nsales return allowances are required to accurately reflect our estimated exposure for product returns.\nOur customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in \nvarious target markets, and MDFs which represent monies paid to our partners that are earmarked for market segment \ndevelopment and are designed to support our partners’ activities while also promoting NVIDIA products. We account for \ncustomer programs as a reduction to revenue and accrue for such programs for potential rebates and MDFs based on the \namount we expect to be claimed by customers.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n56", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Our Company", - "metadata": { - "length": 4454, - "summary": "The section titled 'Our Company' describes NVIDIA's corporate history and structure. It states that the company is headquartered in Santa Clara, California, was incorporated in California in April 1993, and reincorporated in Delaware in April 1998. It also defines the scope of references to 'NVIDIA', 'we', 'us', 'our', or 'the Company' as including NVIDIA Corporation and its subsidiaries.", - "page_nums": [ - 144 - ], - "keywords": [ - "Santa Clara", - "California", - "NVIDIA", - "Delaware", - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 144, - "artifact_ref": "page_citation_assets/page-144.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d2279e0b-79cd-58d0-9a8c-4495f0785121", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Our Company p144]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Fiscal Year", - "metadata": { - "length": 185, - "summary": "The section describes NVIDIA's fiscal year structure, noting that the company operates on a 52- or 53-week year ending on the last Sunday in January. 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Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Principles of Consolidation", - "metadata": { - "length": 185, - "summary": "The section outlines the scope of NVIDIA's consolidated financial statements, stating they include the accounts of NVIDIA Corporation and its wholly-owned subsidiaries. It further specifies that all intercompany balances and transactions are eliminated during consolidation.", - "page_nums": [ - 144 - ], - "keywords": [ - "NVIDIA", - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 144, - "artifact_ref": "page_citation_assets/page-144.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_df81ec83-1d2f-5a35-9be4-17de75feaafe", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. 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Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Product Sales Revenue", - "metadata": { - "length": 185, - "summary": "This section details the accounting policies for recognizing revenue from product sales. It explains that revenue is recognized upon transfer of control and reflects the expected consideration. 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We account for multiple agreements with a single customer as a single contract if the \ncontractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in \neffect, parts of a single contract.\nWe allocate the total transaction price to each distinct performance obligation in an arrangement with multiple \nperformance obligations on a relative standalone selling price basis. The standalone selling price reflects the price we \nwould charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. \nWhen determining standalone selling price, we maximize the use of observable inputs.\nProduct Warranties\nWe offer a limited warranty to end-users ranging from one to three years for products to repair or replace products for \nmanufacturing defects or hardware component failures. Cost of revenue includes the estimated cost of product \nwarranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an \nextended limited warranty to customers for certain products. We also accrue for known warranty and indemnification \nissues if a loss is probable and can be reasonably estimated.\nStock-based Compensation\nWe use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair \nvalue of awards of restricted stock units, or RSUs, and performance stock units, or PSUs, that are based on our corporate \nfinancial performance targets. We use a Monte Carlo simulation on the date of grant to estimate the fair value of PSUs \nthat are based on our stock performance compared to market performance, or market-based PSUs. The compensation \nexpense for RSUs and market-based PSUs is recognized using a straight-line attribution method over the requisite \nemployee service period while compensation expense for PSUs is recognized using an accelerated amortization model \nbased on performance targets probable of achievement. We estimate the fair value of shares to be issued under our \nemployee stock purchase plan, or ESPP, using the Black-Scholes model at the commencement of an offering period in \nMarch and September of each year. Stock-based compensation for our ESPP is expensed using an accelerated \namortization model. Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our \nhistorical forfeitures.\nLitigation, Investigation and Settlement Costs\nWe currently are, and will likely continue to be subject to claims, litigation, and other actions, including potential \nregulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, \ncompetition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters. \nThere are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions \nor other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or \njudgments. If information becomes available that causes us to determine that a loss in any of our pending litigation, \ninvestigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will \nrecord the loss. However, the actual liability in any such litigation or investigation may be materially different from our \nestimates, which could require us to record additional costs. If we determine that a loss is reasonably possible and the \nloss or range of loss can be estimated, we disclose the reasonably possible loss.\nForeign Currency Remeasurement\nWe use the U.S. dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and liabilities are \nremeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities such as \nproperty and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured \nat exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet \namounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are \nincluded in earnings in our Consolidated Statements of Income and to date have not been significant.\nIncome Taxes\nWe recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or \nrefundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or \nliabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards; \nand we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on \navailable evidence and judgment, are not expected to be realized.\nOur calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing \nwith uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n57", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. 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Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Stock-based Compensation", - "metadata": { - "length": 241, - "summary": "The section details the accounting policies for stock-based compensation. It explains that the fair value of restricted stock units (RSUs) is based on the closing trading price of common stock, while performance stock units (PSUs) are valued using a Monte Carlo simulation. The text outlines the amortization methods used for expense recognition: straight-line for RSUs and market-based PSUs, and an accelerated model for PSUs based on probable achievement of targets. 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The text notes that gains or losses from this process have not been significant to date.", - "page_nums": [ - 145 - ], - "keywords": [ - "U.S. dollar", - "United States dollars" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 145, - "artifact_ref": "page_citation_assets/page-145.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_b9d0f9d2-dd7f-5ebf-bb8e-abff1cdbe47f", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Contracts with Multiple Performance Obligations p145]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Income Taxes", - "metadata": { - "length": 241, - "summary": "The section outlines the company's accounting policies for income taxes, specifically regarding the recognition of federal, state, and foreign current tax liabilities or assets based on estimated taxes payable or refundable. It also details the recognition of deferred tax assets and liabilities based on estimates of future tax effects from temporary differences and carryforwards, including the use of valuation allowances to reduce deferred tax assets that are not expected to be realized.", - "page_nums": [ - 145 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 145, - "artifact_ref": "page_citation_assets/page-145.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_083d4a74-597c-5150-98c7-b83581c078ef", - "type": "page", - "content": "based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in \nthe U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize \nliabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to \nwhich, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax \nliability is less than our current assessment, we may be required to recognize an income tax benefit or additional income \ntax expense in our financial statements accordingly.\nAs of January 25, 2026, we had a valuation allowance of $768 million related to capital loss carryforwards, and certain \nother deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional \nprojections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes \nmore-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.\nWe recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon \naudit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to \nunrecognized tax benefits as a component of income tax expense.\nNet Income Per Share\nBasic net income per share is computed using the weighted average number of common shares outstanding during the \nperiod. Diluted net income per share is computed using the weighted average number of common and potentially dilutive \nshares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards \noutstanding is not included in the computation of diluted net income per share.\nCash and Cash Equivalents and Marketable Securities\nWe consider all highly liquid investments that are readily convertible into cash and have an original maturity of three \nmonths or less at the time of purchase to be cash equivalents. Marketable securities consist of highly liquid debt \ninvestments with maturities of greater than three months when purchased and publicly-held equity securities. We \nclassify these investments as current or long term based on the nature of the investments and their availability for use in \ncurrent operations.\nWe record our debt investments as cash equivalents and marketable debt securities and classify them at the date of \nacquisition as available-for-sale. These available-for-sale debt securities are reported at fair value with the related \nunrealized gains and losses included in accumulated other comprehensive income or loss, a component of shareholders’ \nequity, net of tax. The fair value of interest-bearing debt securities includes accrued interest. Realized gains and losses on \nthe sale of marketable securities are determined using the specific-identification method and recorded in the Other \nincome (expense), net, section of our Consolidated Statements of Income.\nAvailable-for-sale debt securities are subject to impairment review. If the estimated fair value of available-for-sale debt \nsecurities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses \nand write-down the amortized cost basis of the securities if it is more likely than not we will be required or we intend to \nsell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are \nrecognized in the Other income, net, net section of our Consolidated Statements of Income.\nPublicly-held equity securities and money market funds have readily determinable fair values with changes in fair value \nrecorded in Other income, net. \nFair Value of Financial Instruments\nThe carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair \nvalues due to their relatively short maturities as of January 25, 2026 and January 26, 2025. Marketable debt and equity \nsecurities are reported at fair value. Derivative instruments are recognized as either assets or liabilities and are measured \nat fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative \nand the resulting designation. For derivative instruments designated as accounting hedges, the effective portion of the \ngains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is \nsubsequently recognized in earnings when the hedged exposure is recognized in earnings. For derivative instruments not \ndesignated as accounting hedges, changes in fair value are recognized in earnings.\nFinancial instruments measured and disclosed at fair value are classified and disclosed based on the observability of \ninputs used in the determination of fair value as follows:\n•\nLevel 1: Observable inputs such as quoted prices in active markets.\n•\nLevel 2: Observable inputs other than Level 1 prices, such as quoted prices in less active markets or model-\nderived valuations that are observable either directly or indirectly.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n58", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Net Income Per Share", - "metadata": { - "length": 5350, - "summary": "This section outlines the methodology for calculating basic and diluted net income per share. Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share uses the weighted average number of common and potentially dilutive shares, applying the treasury stock method. It also notes that anti-dilutive equity awards are excluded from the diluted calculation.", - "page_nums": [ - 146 - ], - "keywords": [ - "NVIDIA Corporation", - "January 25, 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 146, - "artifact_ref": "page_citation_assets/page-146.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_d93f00b5-7430-56bd-8d08-14e5ca1c239a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Net Income Per Share p146]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Cash and Cash Equivalents and Marketable Securities", - "metadata": { - "length": 194, - "summary": "This section defines cash equivalents as highly liquid investments with an original maturity of three months or less, and marketable securities as debt investments with maturities greater than three months and publicly-held equity securities. It details the accounting treatment for these assets, noting that available-for-sale debt securities are reported at fair value with unrealized gains/losses in accumulated other comprehensive income. The text also covers impairment reviews for debt securities, the specific-identification method for realized gains/losses on sales, and the reporting of changes in fair value for equity securities and money market funds.", - "page_nums": [ - 146 - ], - "keywords": [ - "NVIDIA Corporation", - "January 25, 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 146, - "artifact_ref": "page_citation_assets/page-146.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7e0f0747-2632-5d4d-bd04-496f77d3efbd", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Net Income Per Share p146]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Fair Value of Financial Instruments", - "metadata": { - "length": 194, - "summary": "This section details the accounting policies for determining fair value. It states that carrying values of cash equivalents, receivables, and payables approximate their fair value due to short maturities as of January 25, 2026, and January 26, 2025. Marketable debt and equity securities are reported at fair value, while derivative instruments are recognized as assets or liabilities measured at fair value. The text outlines how changes in fair value are recorded depending on whether derivatives are designated as accounting hedges. Finally, it introduces a classification system based on the observability of inputs used to determine fair value, defining Level 1 (observable inputs like quoted prices) and Level 2 (observable inputs other than Level 1).", - "page_nums": [ - 146 - ], - "keywords": [ - "NVIDIA Corporation", - "January 25, 2026", - "January 26, 2025" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 146, - "artifact_ref": "page_citation_assets/page-146.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_4cd9c63c-70bd-5e12-b386-159a779a64ea", - "type": "page", - "content": "•\nLevel 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the \nassets or liabilities.\nConcentration of Credit Risk\nFinancial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, \nmarketable securities, lease guarantees, and accounts receivable. Our investment policy requires the purchase of highly-\nrated fixed income securities, the diversification of investment type and credit exposures, and includes certain limits on \nour portfolio maturities. We perform ongoing credit evaluations of our customers’ financial condition and maintain an \nallowance for potential credit losses. This allowance consists of an amount identified for specific customers and an \namount based on overall estimated exposure. Our overall estimated exposure excludes amounts covered by credit \ninsurance and letters of credit.\nInventories\nInventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-\nout basis. Inventory costs consist of the cost of semiconductors, including wafer fabrication, assembly, testing and \npackaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield \nfallout, and shipping costs, as well as the cost of purchased memory products and other component parts. We charge \ncost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for \nobsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to \nexcess quantities of products, based on our inventory levels and future product purchase commitments compared to \nassumptions about future demand including the impact of regulatory export restrictions on our products. Once inventory \nhas been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. \nWe record a liability for noncancelable purchase commitments with suppliers for quantities in excess of our future \ndemand forecasts consistent with our valuation of obsolete or excess inventory.\nProperty and Equipment\nProperty and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is \ncomputed using the straight-line method based on the estimated useful lives of the assets of two to seven years. Once \nan asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are \nremoved, and a gain or loss is recorded. The estimated useful lives of our buildings are up to thirty years. Depreciation \nexpense includes the amortization of assets recorded under finance leases. Leasehold improvements and assets recorded \nunder finance leases are amortized over the shorter of the expected lease term or the estimated useful life of the asset. \nLeases\nWe determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 \nmonths are included in operating lease assets, accrued and other current liabilities, and long-term operating lease \nliabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the \nlease term and lease liabilities represent our obligation to make lease payments over the lease term. We combine lease \nand non-lease components for offices and data centers in determining the operating lease assets and liabilities.\nOperating lease assets and liabilities are recognized based on the present value of the remaining lease payments \ndiscounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and \nprepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease \nwhen it is reasonably certain that we will exercise that option. Lease costs are recognized on a straight-line basis over the \nlease term.\nGoodwill\nWe allocate goodwill to reporting units based on the expected benefit from the business combination. Goodwill is subject \nto our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment \nexist. In completing our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit \nbasis.\nQualitative factors include industry and market considerations, overall financial performance, and other relevant events \nand factors affecting the reporting units. Goodwill impairments were not identified for the periods presented.\nIntangible Assets and Other Long-Lived Assets\nIntangible assets primarily represent acquired intangible assets including developed technology and customer \nrelationships, as well as rights acquired under technology licenses, patents, and acquired IP. We currently amortize our \nintangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n59", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk", - "metadata": { - "length": 5156, - "summary": "This section outlines the financial instruments subject to credit risk, primarily cash equivalents, marketable securities, lease guarantees, and accounts receivable. It details the company's investment policy focusing on high-rated fixed income securities and diversification. The text also describes the process for ongoing credit evaluations of customers and the maintenance of an allowance for potential credit losses, which covers specific customer amounts and overall estimated exposure excluding insurance-covered amounts.", - "page_nums": [ - 147 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 147, - "artifact_ref": "page_citation_assets/page-147.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_c9c61896-11b5-5528-aec3-b4f3de7e64b0", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk p147]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Inventories", - "metadata": { - "length": 202, - "summary": "The 'Inventories' section details the accounting policy for inventory cost computation, which is based on an adjusted standard basis approximating actual cost (average or FIFO). It outlines that costs include semiconductors, manufacturing support, and purchased components. The company records provisions to write down inventory to its lower of cost or net realizable value for obsolete, excess, or non-cancelable purchase commitments.", - "page_nums": [ - 147 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 147, - "artifact_ref": "page_citation_assets/page-147.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_39505eeb-291e-514c-aa78-52032d180b40", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk p147]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Property and Equipment", - "metadata": { - "length": 202, - "summary": "The 'Property and Equipment' section details the accounting policies for these assets, stating they are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over estimated useful lives of two to seven years (buildings up to thirty years). It also covers the removal of retired assets, the inclusion of amortization from finance leases in depreciation expense, and the amortization of leasehold improvements.", - "page_nums": [ - 147 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 147, - "artifact_ref": "page_citation_assets/page-147.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_87ee6614-b832-5fa9-be00-d2e136939e1a", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk p147]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Leases", - "metadata": { - "length": 202, - "summary": "This section outlines the company's accounting policy for leases. It details how arrangements are identified as leases at inception and describes the recognition of operating lease assets and liabilities on the consolidated balance sheet. The text explains that these assets and liabilities are based on the present value of remaining lease payments discounted using the incremental borrowing rate, including initial direct costs and prepaid payments. Lease costs are recognized on a straight-line basis over the lease term.", - "page_nums": [ - 147 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 147, - "artifact_ref": "page_citation_assets/page-147.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_07a301c0-5c92-570a-9de0-fd356c5476e8", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk p147]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Goodwill", - "metadata": { - "length": 202, - "summary": "The section outlines the company's policy for allocating goodwill to reporting units based on expected benefits from business combinations. It details that goodwill is subject to an annual impairment test conducted in the fourth quarter of the fiscal year, or earlier if impairment indicators exist. The company performs either a qualitative or quantitative analysis for this test, considering factors such as industry and market conditions, financial performance, and other relevant events. The text notes that no goodwill impairments were identified for the periods presented.", - "page_nums": [ - 147 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 147, - "artifact_ref": "page_citation_assets/page-147.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_aec6e0df-4baa-5733-92cd-f30ac8704003", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk p147]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Intangible Assets and Other Long-Lived Assets", - "metadata": { - "length": 202, - "summary": "This section details the company's accounting policies for intangible assets and other long-lived assets. It specifies that intangible assets primarily consist of acquired developed technology, customer relationships, and rights under technology licenses, patents, and acquired IP. The company amortizes these finite-life assets over periods ranging from one to twenty years using a method that reflects the pattern in which the economic benefits are consumed.", - "page_nums": [ - 147 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 147, - "artifact_ref": "page_citation_assets/page-147.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_9d7e1a51-53f7-54e0-916f-dcf4650ddf61", - "type": "page", - "content": "in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be \nreliably determined, using a straight-line amortization method.\nLong-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for \nimpairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group \nmay not be recoverable. The recoverability of assets or asset groups to be held and used is measured by a comparison of \nthe carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated \nby the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an \nimpairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the \nestimated fair value of the asset or asset group. Fair value is determined based on the estimated discounted future cash \nflows expected to be generated by the asset or asset group. Assets and liabilities to be disposed of would be separately \npresented in the Consolidated Balance Sheet and the assets would be reported at the lower of the carrying amount or fair \nvalue less costs to sell, and would no longer be depreciated.\nBusiness Combination\nThe Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is \nconcentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is \naccounted for as an asset acquisition or business combination. We allocate the fair value of the purchase price of an \nacquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated \nfair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible \nassets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be \nreasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and \nassumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future \ncash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are \ninherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the \nmeasurement period of up to one year from the acquisition date, we may record adjustments to the assets acquired and \nliabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final \ndetermination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent \nadjustments are recorded to our Consolidated Statements of Income.\nAcquisition-related expenses are recognized separately from the business combination and expensed as incurred.\nNon-Marketable Equity Securities\nNon-marketable equity securities consist of investments in privately-held companies that do not have a readily \ndeterminable fair value. These investments are measured at cost minus impairment, if any, and are adjusted for changes \nresulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, \nor the measurement alternative. Fair value is based upon observable inputs in an inactive market and the valuation \nrequires our judgment due to the absence of market prices and inherent lack of liquidity. All gains and losses on these \ninvestments, realized and unrealized, are recognized in Other income, net on our Consolidated Statements of Income. \nWe assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted \nfor under the measurement alternative based on quantitative and qualitative factors. If any impairment is identified for \nnon-marketable equity securities, we write down the investment to its fair value and record the corresponding charge \nthrough Other income, net on our Consolidated Statements of Income.\nThe Company assesses its investments for significant influence to determine the appropriate method of accounting, \nincluding application of the equity method. Equity method investments were not material.\nRecently Issued Accounting Pronouncements\nRecent Accounting Pronouncements Not Yet Adopted\nIn November 2024, the Financial Accounting Standards Board, or FASB, issued a new accounting standard requiring \ndisclosures of certain additional expense information on an annual and interim basis, including, among other items, the \namounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included \nwithin each income statement expense caption, as applicable. We will adopt this standard in the fiscal year 2028 annual \nreport. We do not expect the adoption of this standard to have a material impact on our Consolidated Financial \nStatements other than additional disclosures.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n60", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Business Combination", - "metadata": { - "length": 5254, - "summary": "The section details the Company's accounting policy for business combinations. It describes a screen test used to distinguish between asset acquisitions and business combinations. For business combinations, the purchase price is allocated to tangible assets, liabilities assumed, and intangible assets based on fair value, with any excess recorded as goodwill. The text highlights that these valuations rely on management estimates regarding future cash flows and discount rates, which are subject to uncertainty. Adjustments to the purchase price allocation may be made within one year of the acquisition date, affecting goodwill or income. Additionally, it states that acquisition-related expenses are expensed as incurred.", - "page_nums": [ - 148 - ], - "keywords": [ - "Company" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 148, - "artifact_ref": "page_citation_assets/page-148.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_4bcaea92-6f3c-598e-a8ca-1c6c5bbed369", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Business Combination p148]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Non-Marketable Equity Securities", - "metadata": { - "length": 194, - "summary": "This section outlines the accounting policy for non-marketable equity securities, which are investments in privately-held companies without readily determinable fair values. These securities are measured at cost minus impairment or using the measurement alternative based on observable price changes. The company assesses these investments for significant influence to determine if the equity method applies, noting that such investments were not material.", - "page_nums": [ - 148 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 148, - "artifact_ref": "page_citation_assets/page-148.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a8c6196a-5230-5cb7-a79c-9b853d4d20e6", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Business Combination p148]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Recently Issued Accounting Pronouncements", - "metadata": { - "length": 194, - "summary": "This section details a new accounting standard issued by the Financial Accounting Standards Board (FASB) in November 2024. The standard requires additional annual and interim disclosures regarding specific expense items, including inventory purchases, employee compensation, depreciation, and intangible asset amortization. The company plans to adopt this standard for its fiscal year 2028 annual report and does not expect it to have a material impact on its financial statements beyond these additional disclosures.", - "page_nums": [ - 148 - ], - "keywords": [ - "Financial Accounting Standards Board", - "FASB" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 148, - "artifact_ref": "page_citation_assets/page-148.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_087edc4b-2655-5d75-9ef7-ad98769219ef", - "type": "page", - "content": "Note 2 - Groq\nIn December 2025, we entered into a non‑exclusive license agreement with Groq, Inc., or Groq, for its language processing \nunit technology and hired certain Groq employees. No customer contracts, existing products, or equity interests were \npurchased. We recorded $14.4 billion of goodwill and a $2.5 billion developed technology intangible asset, valued using a \ncost‑to‑recreate methodology with a five‑year useful life. Goodwill, primarily attributable to the workforce and future \ndevelopment of the licensed technology, was recorded in the Compute & Networking reporting unit. Total consideration \nconsists of $13.0 billion paid at closing and $4 billion, inclusive of imputed interest, payable within one year included in \nAccrued and Other Current Liabilities on our Consolidated Balance Sheets. The goodwill is tax deductible. Pro forma \nresults of operations have not been presented because the effect was not material.\nNote 3 - Stock-Based Compensation\nWe recognize stock-based compensation expense from grants of restricted stock units, or RSUs, performance stock \nunits, or PSUs, and market-based PSUs, and issuances under our employee stock purchase plan, or ESPP.\nConsolidated Statements of Income include stock-based compensation expense as follows:\n \nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n \n(In millions)\nCost of revenue\n$ \n261 \n$ \n178 \n$ \n141 \nResearch and development\n \n4,676 \n \n3,423 \n \n2,532 \nSales, general and administrative\n \n1,449 \n \n1,136 \n \n876 \nTotal\n$ \n6,386 \n$ \n4,737 \n$ \n3,549 \nThe following is a summary of equity awards granted under our equity incentive plans:\nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n(In millions, except per share data)\nRSUs, PSUs and Market-based PSUs\nAwards granted\n \n70 \n \n89 \n \n140 \nEstimated total grant-date fair value\n$ \n9,389 \n$ \n7,834 \n$ \n5,316 \nWeighted average grant-date fair value per share\n$ \n133.97 \n$ \n87.99 \n$ \n37.41 \nESPP\nShares purchased\n \n13 \n \n30 \n \n30 \nWeighted average price per share\n$ \n49.13 \n$ \n17.74 \n$ \n15.81 \nWeighted average grant-date fair value per share\n$ \n20.75 \n$ \n8.61 \n$ \n6.99 \nAs of January 25, 2026, aggregate unearned stock-based compensation expense was $14.8 billion, which is expected to \nbe recognized over a weighted average period of 2.3 years for RSUs, PSUs, and market-based PSUs, and 0.9 years for \nESPP.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n61", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 2 - Groq", - "metadata": { - "length": 2438, - "summary": "This section details a non-exclusive license agreement entered into by NVIDIA with Groq, Inc. in December 2025 for language processing unit technology and the hiring of certain employees. The transaction involved recording $14.4 billion in goodwill and a $2.5 billion developed technology intangible asset. Total consideration consisted of $13.0 billion paid at closing and $4 billion payable within one year.", - "page_nums": [ - 149 - ], - "keywords": [ - "NVIDIA Corporation", - "Groq, Inc.", - "Groq" - ], - "connect_to": [ - { - "target": "asset_285de48d-bc4b-560e-b108-3cfcacdfd5c9", - "relation": "embeds", - "ref": "[tables/table_page_149_1.html]" - }, - { - "target": "asset_af860c6c-8a32-5bb2-823c-59bc5df0129a", - "relation": "embeds", - "ref": "[tables/table_page_149_2.html]" - } - ], - "page_assets": [ - { - "page_num": 149, - "artifact_ref": "page_citation_assets/page-149.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_64b512d4-3ae4-50a6-8c05-a4572d166857", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 2 - Groq p149]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation", - "metadata": { - "length": 118, - "summary": "This section details NVIDIA's stock-based compensation policies and financial data. It outlines the types of equity awards recognized, including Restricted Stock Units (RSUs), Performance Stock Units (PSUs), market-based PSUs, and issuances under the Employee Stock Purchase Plan (ESPP). The content includes two tables: one breaking down stock-based compensation expense by category (Cost of revenue, Research and development, Sales, general and administrative) for the years ended Jan 25, 2026, Jan 26, 2025, and Jan 28, 2024; and another summarizing equity awards granted, showing metrics like awards granted, estimated total grant-date fair value, and weighted average grant-date fair value per share for RSUs/PSUs and ESPP shares purchased. The section concludes with a statement regarding aggregate unearned stock-based compensation expense as of January 25, 2026.", - "page_nums": [ - 149 - ], - "keywords": [ - "NVIDIA", - "Jan 25, 2026", - "Jan 26, 2025", - "Jan 28, 2024" - ], - "connect_to": [ - { - "target": "asset_285de48d-bc4b-560e-b108-3cfcacdfd5c9", - "relation": "related", - "ref": "[tables/table_page_149_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 2 - Groq" - }, - { - "target": "asset_af860c6c-8a32-5bb2-823c-59bc5df0129a", - "relation": "related", - "ref": "[tables/table_page_149_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 2 - Groq" - } - ], - "page_assets": [ - { - "page_num": 149, - "artifact_ref": "page_citation_assets/page-149.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_179057aa-c5fd-56de-9913-5f75d5dc5183", - "type": "page", - "content": "The fair value of shares issued under our ESPP has been estimated with the following assumptions:\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n(Using the Black-Scholes model)\nESPP\nWeighted average expected life (in years)\n0.1-2.0\n0.1-2.0\n0.1-2.0\nRisk-free interest rate\n3.5%-4.3%\n3.6%-5.4%\n3.9%-5.5%\nVolatility\n26%-96%\n31%-75%\n31%-67%\nDividend yield\n 0.03%\n0.03%\n0.06%\nFor ESPP shares, the expected term represents the average term from the first day of the offering period to the \npurchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on \nTreasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated \nusing historical volatility. For awards granted, we use the dividend yield at grant date. Our RSUs, PSUs, and market-based \nPSUs are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs \nare discounted for the dividend yield.\nAdditionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical \nforfeitures.\nEquity Incentive Program\nWe grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In \naddition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted \nunder their stock incentive plans and converted them into our RSUs.\nAmended and Restated 2007 Equity Incentive Plan\nThe NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, authorizes the issuance of \nincentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance \nstock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our \nemployees may receive incentive stock options. We grant RSUs, PSUs and market-based PSUs under the 2007 Plan. As of \nJanuary 25, 2026, up to 192 million shares of our common stock could be issued pursuant to stock awards granted under \nthe 2007 Plan, and 1.3 billion shares were available for future grants.\nSubject to certain exceptions, RSUs vest generally over four years subject to continued service. PSUs vest over four years, \nsubject to continued service and performance conditions. Market-based PSUs vest on approximately the third \nanniversary of the date of grant subject to market conditions. However, the number of shares subject to both PSUs and \nmarket-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-\ndetermined criteria.\nAmended and Restated 2012 Employee Stock Purchase Plan\nEmployees who participate in the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or as \nmost recently amended and restated, the 2012 Plan, may have up to 25% of their earnings withheld to purchase shares of \ncommon stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, \ndivided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal \nto 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or \nthe fair market value of the common stock on each purchase date within the offering. As of January 25, 2026, we had \n2.2 billion shares reserved for future issuance under the 2012 Plan.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n62", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/ESPP", - "metadata": { - "length": 3598, - "summary": "This section details the assumptions used to estimate the fair value of shares issued under the Employee Stock Purchase Plan (ESPP) for the years ended January 25, 2026, January 26, 2025, and January 28, 2024. It includes a table presenting data on weighted average expected life, risk-free interest rate, volatility, and dividend yield based on the Black-Scholes model. The text explains that the expected term represents the period from the offering start to the purchase date, volatility is estimated using historical data, and dividend yield is applied at the grant date.", - "page_nums": [ - 150 - ], - "keywords": [ - "NVIDIA Corporation", - "Black-Scholes model" - ], - "connect_to": [ - { - "target": "asset_787b0d18-f4f5-5aa3-b7a4-a741c9d418b2", - "relation": "embeds", - "ref": "[tables/table_page_150_1.html]" - } - ], - "page_assets": [ - { - "page_num": 150, - "artifact_ref": "page_citation_assets/page-150.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_5e9ae255-7440-5c53-a3ff-f5eb08e9b017", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/ESPP p150]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Incentive Program/Amended and Restated 2007 Equity Incentive Plan", - "metadata": { - "length": 143, - "summary": "The section details the Amended and Restated 2007 Equity Incentive Plan (the '2007 Plan'), which authorizes the issuance of various stock-based awards including incentive stock options, RSUs, PSUs, and performance cash awards to employees, directors, and consultants. It specifies that as of January 25, 2026, up to 192 million shares were available for issuance under this plan. The text also outlines vesting schedules: RSUs generally vest over four years subject to service, while Performance Stock Units (PSUs) vest over four years based on service and performance conditions, and market-based PSUs vest approximately three years after grant subject to market conditions.", - "page_nums": [ - 150 - ], - "keywords": [ - "NVIDIA Corporation", - "Amended and Restated 2007 Equity Incentive Plan", - "2007 Plan", - "January 25, 2026" - ], - "connect_to": [ - { - "target": "asset_787b0d18-f4f5-5aa3-b7a4-a741c9d418b2", - "relation": "related", - "ref": "[tables/table_page_150_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. 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It specifies that participating employees may have up to 25% of their earnings withheld to purchase common stock, with offering periods lasting approximately 24 months. The purchase price is set at 85% of the lower of the fair market value on the commencement date or each purchase date. As of January 25, 2026, 2.2 billion shares were reserved for future issuance under this plan.", - "page_nums": [ - 150 - ], - "keywords": [ - "NVIDIA Corporation", - "Amended and Restated 2012 Employee Stock Purchase Plan", - "2012 Plan", - "Board" - ], - "connect_to": [ - { - "target": "asset_787b0d18-f4f5-5aa3-b7a4-a741c9d418b2", - "relation": "related", - "ref": "[tables/table_page_150_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/ESPP" - } - ], - "page_assets": [ - { - "page_num": 150, - "artifact_ref": "page_citation_assets/page-150.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ea47454a-2b4c-5d17-b72c-0138e45a0fa6", - "type": "page", - "content": "Equity Award Activity\nThe following is a summary of our equity award transactions under our equity incentive plans: \nRSUs, PSUs and Market-based PSUs Outstanding\n \nNumber of Shares\nWeighted Average \nGrant-Date Fair Value \nPer Share\n(In millions, except per share data)\nBalance as of Jan 26, 2025\n \n274 \n$ \n44.75 \nGranted\n \n70 \n$ \n133.97 \nVested\n \n(146) $ \n39.14 \nCanceled and forfeited\n \n(9) $ \n59.29 \nBalance as of Jan 25, 2026\n \n189 \n$ \n81.51 \nVested and expected to vest after Jan 25, 2026\n \n188 \n$ \n81.15 \nAs of January 25, 2026 and January 26, 2025, there were 1.3 billion and 1.4 billion shares, respectively, of common stock \navailable for future grants under our equity incentive plans.\nThe total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 25, 2026, \nJanuary 26, 2025, and January 28, 2024, was $22.2 billion, $15.1 billion, and $8.2 billion, respectively.\nNote 4 - Net Income Per Share\nThe following is the basic and diluted net income per share computations for the periods presented:\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n \n(In millions, except per share data)\nNumerator:\n \n \n \nNet income\n$ \n120,067 \n$ \n72,880 \n$ \n29,760 \nDenominator:\nBasic weighted average shares\n \n24,359 \n \n24,555 \n \n24,690 \nDilutive impact of outstanding equity awards\n \n155 \n \n249 \n \n250 \nDiluted weighted average shares\n \n24,514 \n \n24,804 \n \n24,940 \nNet income per share:\nBasic (1)\n$ \n4.93 \n$ \n2.97 \n$ \n1.21 \nDiluted (2)\n$ \n4.90 \n$ \n2.94 \n$ \n1.19 \nAnti-dilutive equity awards excluded from diluted net income per share\n \n41 \n \n51 \n \n150 \n(1) \nNet income divided by basic weighted average shares.\n(2) \nNet income divided by diluted weighted average shares.\nNote 5 - Goodwill\nAs of January 25, 2026, the total carrying amount of goodwill was $20.8 billion, consisting of goodwill balances allocated \nto our Compute & Networking and Graphics reporting units of $20.5 billion and $370 million, respectively. As of \nJanuary 26, 2025, the total carrying amount of goodwill was $5.2 billion, consisting of goodwill balances allocated to our \nCompute & Networking and Graphics reporting units of $4.8 billion and $370 million, respectively. Goodwill increased by \n$15.6 billion in fiscal year 2026 and was allocated to our Compute & Networking reporting unit. During the fourth \nquarters of fiscal years 2026, 2025, and 2024, we completed our annual qualitative impairment tests and concluded that \ngoodwill was not impaired.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n63", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity", - "metadata": { - "length": 2571, - "summary": "The section titled 'Equity Award Activity' provides a summary of equity award transactions under NVIDIA's equity incentive plans. It includes a table detailing the activity for RSUs, PSUs, and Market-based PSUs outstanding, showing the number of shares and weighted average grant-date fair value per share for balances as of Jan 26, 2025, and Jan 25, 2026, along with granted, vested, and canceled/forfeited amounts. The text also notes the number of common stock shares available for future grants and reports the total fair value of RSUs and PSUs vesting during fiscal years 2024, 2025, and 2026.", - "page_nums": [ - 151 - ], - "keywords": [ - "NVIDIA", - "RSUs", - "PSUs" - ], - "connect_to": [ - { - "target": "asset_842307d2-523c-5c97-81ad-f5c83490f99b", - "relation": "embeds", - "ref": "[tables/table_page_151_1.html]" - }, - { - "target": "asset_9c2c1e63-b251-5d6a-81a8-d33529908e29", - "relation": "embeds", - "ref": "[tables/table_page_151_2.html]" - } - ], - "page_assets": [ - { - "page_num": 151, - "artifact_ref": "page_citation_assets/page-151.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_dc4212b3-d904-50e3-9775-b64447596eee", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity p151]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 4 - Net Income Per Share", - "metadata": { - "length": 160, - "summary": "This section presents the basic and diluted net income per share computations for NVIDIA Corporation for the years ended January 25, 2026, January 26, 2025, and January 28, 2024. The table details the numerator (Net Income) and denominator components (Basic weighted average shares, Dilutive impact of outstanding equity awards, and Diluted weighted average shares). It concludes with the calculated Basic and Diluted Net Income Per Share values and lists anti-dilutive equity awards excluded from the calculation.", - "page_nums": [ - 151 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [ - { - "target": "asset_842307d2-523c-5c97-81ad-f5c83490f99b", - "relation": "related", - "ref": "[tables/table_page_151_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity" - }, - { - "target": "asset_9c2c1e63-b251-5d6a-81a8-d33529908e29", - "relation": "related", - "ref": "[tables/table_page_151_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity" - } - ], - "page_assets": [ - { - "page_num": 151, - "artifact_ref": "page_citation_assets/page-151.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_3f14cb3b-54b2-59af-9dd3-f929908784d6", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity p151]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 5 - Goodwill", - "metadata": { - "length": 160, - "summary": "This section details the carrying amount of goodwill for NVIDIA Corporation as of January 25, 2026 ($20.8 billion) and January 26, 2025 ($5.2 billion), broken down by reporting units (Compute & Networking and Graphics). It notes a $15.6 billion increase in fiscal year 2026 allocated to the Compute & Networking unit and confirms that no impairment was identified during annual qualitative tests for fiscal years 2024, 2025, and 2026.", - "page_nums": [ - 151 - ], - "keywords": [ - "NVIDIA Corporation", - "January 25, 2026", - "January 26, 2025", - "Compute & Networking", - "Graphics", - "fiscal year 2026", - "fiscal years 2024", - "fiscal years 2025" - ], - "connect_to": [ - { - "target": "asset_842307d2-523c-5c97-81ad-f5c83490f99b", - "relation": "related", - "ref": "[tables/table_page_151_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity" - }, - { - "target": "asset_9c2c1e63-b251-5d6a-81a8-d33529908e29", - "relation": "related", - "ref": "[tables/table_page_151_2.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity" - } - ], - "page_assets": [ - { - "page_num": 151, - "artifact_ref": "page_citation_assets/page-151.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8a409dbe-8715-5b14-944e-f93e44d8329e", - "type": "page", - "content": "Note 6 - Amortizable Intangible Assets\nThe components of our amortizable intangible assets are as follows:\n \nJan 25, 2026\nJan 26, 2025\n \nGross \nCarrying\nAmount\nAccumulated\nAmortization\nNet \nCarrying\nAmount\nGross \nCarrying\nAmount\nAccumulated\nAmortization\nNet \nCarrying\nAmount\n \n(In millions)\nAcquisition-related \nintangible assets\n$ \n5,656 \n$ \n(2,580) $ \n3,076 \n$ \n2,900 \n$ \n(2,264) $ \n636 \nPatents and licensed \ntechnology\n \n528 \n \n(298) \n230 \n \n449 \n \n(278) \n171 \nTotal intangible assets\n$ \n6,184 \n$ \n(2,878) $ \n3,306 \n$ \n3,349 \n$ \n(2,542) $ \n807 \nAmortization expense associated with intangible assets for fiscal years 2026, 2025, and 2024 was $488 million, $593 \nmillion, and $614 million, respectively.\nThe following table outlines the estimated future amortization expense related to the net carrying amount of intangible \nassets as of January 25, 2026:\nFuture Amortization Expense\n \n(In millions)\nFiscal Year:\n \n2027\n$ \n923 \n2028\n \n729 \n2029\n \n592 \n2030\n \n511 \n2031\n \n468 \n2032 and thereafter\n \n83 \nTotal\n$ \n3,306 \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n64", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 6 - Amortizable Intangible Assets", - "metadata": { - "length": 1120, - "summary": "This page, titled 'Note 6 - Amortizable Intangible Assets' from NVIDIA Corporation's financial statements, details the components of amortizable intangible assets as of January 25, 2026, and January 26, 2025. The first table breaks down these assets into 'Acquisition-related intangible assets' and 'Patents and licensed technology,' listing their gross carrying amounts, accumulated amortization, and net carrying amounts in millions. A second table outlines the estimated future amortization expense for fiscal years 2027 through 2032 and thereafter.", - "page_nums": [ - 152 - ], - "keywords": [ - "NVIDIA Corporation", - "Jan 25, 2026", - "Jan 26, 2025" - ], - "connect_to": [ - { - "target": "asset_974b44f0-cd5d-51d6-9a41-b35e362732c4", - "relation": "embeds", - "ref": "[tables/table_page_152_1.html]" - }, - { - "target": "asset_60c639d6-7c22-5465-92a4-bfb8d47784ce", - "relation": "embeds", - "ref": "[tables/table_page_152_2.html]" - } - ], - "page_assets": [ - { - "page_num": 152, - "artifact_ref": "page_citation_assets/page-152.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_ef0ad476-5892-51e8-99d4-f214096837b9", - "type": "page", - "content": "Note 7 - Cash Equivalents and Marketable Securities\nThe fair values of our financial assets are determined using quoted market prices of identical assets or market prices of \nsimilar assets from active markets. We review fair value classification on a quarterly basis. The following is a summary of \ncash equivalents and marketable securities:\n \nJan 25, 2026\nPricing \nCategory\nCost or \nAmortized\nCost\nUnrealized\nGain\nUnrealized\nLoss\nEstimated\nFair Value\nReported as\nCash \nEquivalents\nMarketable \nSecurities\nOther \nAssets\n \n(In millions)\nDebt securities \nissued by the \nU.S. Treasury\nLevel 2\n$ \n21,635 \n$ \n77 \n$ \n(3) $ \n21,709 \n$ \n— \n$ \n21,709 \n$ \n— \nCorporate debt \nsecurities\nLevel 2\n \n15,410 \n \n92 \n \n(3) \n15,499 \n \n345 \n \n15,154 \n \n— \nDebt securities \nissued by U.S. \ngovernment \nagencies\nLevel 2\n \n2,157 \n \n4 \n \n— \n \n2,161 \n \n— \n \n2,161 \n \n— \nCertificates of \ndeposit\nLevel 2\n \n110 \n \n— \n \n— \n \n110 \n \n110 \n \n— \n \n— \nForeign \ngovernment \nbonds\nLevel 2\n \n40 \n \n1 \n \n— \n \n41 \n \n— \n \n41 \n \n— \nMoney market \nfunds\nLevel 1\n \n7,830 \n \n— \n \n— \n \n7,830 \n \n7,830 \n \n— \n \n— \nPublicly-held \nequity \nsecurities (1) (2)\nLevel 1\n \n17,726 \n \n— \n \n12,886 \n \n4,840 \nTotal\n$ \n47,182 \n$ \n174 \n$ \n(6) $ \n65,076 \n$ \n8,285 \n$ \n51,951 \n$ 4,840 \n(1) \nIn the first quarter of fiscal year 2026, one investment was reclassified from non-marketable equity securities to marketable securities following public \nmarket trading. The balance as of January 25, 2026 includes $10.5 billion of investments which are subject to short-term lock-up restrictions on the \nability to sell.\n(2) \nThe long-term portion of marketable equity securities, which are subject to lock-up restrictions through December 2027 of $4.8 billion as of \nJanuary 25, 2026, is included in other assets.\nPublicly-held equity securities are subject to market price volatility. Net unrealized gains on investments in publicly-held \nequity securities held at period end were $6.6 billion for fiscal year 2026. Net unrealized gains on investments in publicly-\nheld equity securities held at period end were not significant for fiscal years 2025 and 2024.\nNet realized gains on investments in publicly-held equity securities sold were not significant for fiscal years 2026, 2025, \nand 2024, reflecting the difference between the sale proceeds and the carrying value of the equity securities at the \nbeginning of the period or the purchase date, if later.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n65", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 7 - Cash Equivalents and Marketable Securities", - "metadata": { - "length": 2491, - "summary": "This page presents Note 7 from NVIDIA Corporation's Consolidated Financial Statements, detailing the fair values of cash equivalents and marketable securities as of January 25, 2026. The content is dominated by a comprehensive table categorizing financial assets into pricing levels (Level 1 and Level 2) and listing their cost, unrealized gains/losses, and estimated fair value. The table breaks down holdings such as U.S. Treasury debt, corporate debt, government agency bonds, certificates of deposit, foreign government bonds, money market funds, and publicly-held equity securities, further classifying them as Cash Equivalents, Marketable Securities, or Other Assets.", - "page_nums": [ - 153 - ], - "keywords": [ - "NVIDIA Corporation", - "U.S. Treasury", - "U.S. government agencies" - ], - "connect_to": [ - { - "target": "asset_e24ba87e-e8f6-51fe-a1dc-6ccad03b5411", - "relation": "embeds", - "ref": "[tables/table_page_153_1.html]" - } - ], - "page_assets": [ - { - "page_num": 153, - "artifact_ref": "page_citation_assets/page-153.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_90ec7773-5487-5ef4-8e8a-50401fc5f1d3", - "type": "page", - "content": "Jan 26, 2025\nPricing \nCategory\nCost or \nAmortized\nCost\nUnrealized\nGain\nUnrealized\nLoss\nEstimated\nFair Value\nReported as\nCash \nEquivalents\nMarketable \nSecurities\n(In millions)\nCorporate debt \nsecurities\nLevel 2\n$ \n18,504 \n$ \n51 \n$ \n(29) $ \n18,526 \n$ \n2,071 \n$ \n16,455 \nDebt securities \nissued by the U.S. \nTreasury\nLevel 2\n \n16,749 \n \n42 \n \n(22) \n16,769 \n \n1,801 \n \n14,968 \nDebt securities \nissued by U.S. \ngovernment \nagencies\nLevel 2\n \n2,775 \n \n7 \n \n(5) \n2,777 \n \n— \n \n2,777 \nForeign government \nbonds\nLevel 2\n \n177 \n \n— \n \n— \n \n177 \n \n137 \n \n40 \nCertificates of \ndeposit\nLevel 2\n \n97 \n \n— \n \n— \n \n97 \n \n97 \n \n— \nMoney market \nfunds\nLevel 1\n \n3,760 \n \n— \n \n— \n \n3,760 \n \n3,760 \n \n— \nPublicly-held equity \nsecurities\nLevel 1\n \n381 \n \n— \n \n381 \nTotal\n$ \n42,062 \n$ \n100 \n$ \n(56) $ \n42,487 \n$ \n7,866 \n$ \n34,621 \nThe following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time \nthat individual debt securities have been in a continuous loss position:\nJan 25, 2026\nJan 26, 2025\n \nLess than 12 Months\nLess than 12 Months\n \nEstimated \nFair Value\nGross \nUnrealized \nLoss\nEstimated \nFair Value\nGross \nUnrealized \nLoss\n \n(In millions)\nDebt securities issued by the U.S. Treasury\n$ \n10,666 \n$ \n(3) $ \n6,315 \n$ \n(22) \nCorporate debt securities\n \n1,332 \n \n(3) \n5,291 \n \n(29) \nDebt securities issued by U.S. government agencies\n \n1,134 \n \n— \n \n816 \n \n(5) \nTotal\n$ \n13,132 \n$ \n(6) $ \n12,422 \n$ \n(56) \nGross unrealized losses related to debt securities in a continuous loss position of twelve months or greater as of \nJanuary  25, 2026 and January  26, 2025 were not significant. Gross unrealized losses are related to fixed income \nsecurities, driven primarily by changes in interest rates.\nThe estimated fair value of debt securities included in cash equivalents and marketable securities are shown below by \ncontractual maturity.\n \nJan 25, 2026\n \n(In millions)\nLess than one year\n$ \n20,427 \nDue in 1 - 5 years\n \n19,093 \nTotal\n$ \n39,520 \nNote 8 - Non-marketable Equity Securities\nOur non-marketable equity securities are valued under the measurement alternative applying valuation methods based on \nobservable transactions for similar investments of the same issuer and unobservable inputs such as volatility, expected \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n66", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 8 - Non-marketable Equity Securities", - "metadata": { - "length": 2360, - "summary": "This page from NVIDIA Corporation's financial statements details the fair value hierarchy of its debt and equity securities as of January 26, 2025. It includes a table breaking down assets by pricing category (Level 1 and Level 2) and classifying them into cash equivalents or marketable securities. Additionally, it provides tables showing unrealized losses on debt securities categorized by duration and contractual maturity dates.", - "page_nums": [ - 154 - ], - "keywords": [ - "NVIDIA Corporation", - "U.S. Treasury", - "U.S. government agencies" - ], - "connect_to": [ - { - "target": "asset_bb8ddb3a-2a80-5b68-8b33-a32956021efc", - "relation": "embeds", - "ref": "[tables/table_page_154_1.html]" - }, - { - "target": "asset_6d05c957-c7df-5b9e-aca3-9f6221910e5d", - "relation": "embeds", - "ref": "[tables/table_page_154_2.html]" - }, - { - "target": "asset_a37fde1a-e79c-5dce-8a3d-054546ea08af", - "relation": "embeds", - "ref": "[tables/table_page_154_3.html]" - } - ], - "page_assets": [ - { - "page_num": 154, - "artifact_ref": "page_citation_assets/page-154.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_21e295a3-032e-5024-b8f3-b602326f190c", - "type": "page", - "content": "time to liquidity, risk free rate and security-specific rights and obligations. Gains and losses on these investments, realized \nand unrealized, are recognized in Other income, net on our Consolidated Statements of Income.\nAdjustments to the carrying value of our non-marketable equity securities during fiscal years 2026 and 2025 were as \nfollows:\nYear Ended\nJan 25, 2026\nJan 26, 2025\n(In millions)\nBalance at beginning of period\n$ \n3,387 \n$ \n1,321 \nAdjustments related to non-marketable equity securities:\nNet additions\n \n17,444 \n \n1,309 \nUnrealized gains\n \n2,369 \n \n816 \nReclassification (1)\n \n(848) \n— \nImpairments and unrealized losses\n \n(101) \n(59) \nBalance at end of period\n$ \n22,251 \n$ \n3,387 \n(1) Represents reclassifications from non-marketable equity securities to marketable securities following public market trading.\nNon-marketable equity securities had cumulative gross unrealized gains of $2.7 billion and $1.1 billion, and cumulative \ngross unrealized losses and impairments of $176 million and $105 million on securities held as of January 25, 2026 and \nJanuary 26, 2025, respectively.\nNote 9 - Balance Sheet Components\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, \nODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources \nor third-party system integrators to complete their build. Three direct customers accounted for 25%, 18%, and 13% of \nour accounts receivable balance as of January  25, 2026. Two direct customers accounted for 17% and 16% of our \naccounts receivable balance as of January 26, 2025.\nCertain balance sheet components are as follows:\n \nJan 25, 2026\nJan 26, 2025\nInventories:\n(In millions)\nRaw materials\n$ \n3,807 \n$ \n3,408 \nWork in process\n \n8,822 \n \n3,399 \nFinished goods\n \n8,774 \n \n3,273 \nTotal inventories (1)\n$ \n21,403 \n$ \n10,080 \n(1) \nIn fiscal years 2026 and 2025, we recorded inventory provisions of $4.0 billion and $1.6 billion, respectively, in cost of revenue.\n \nJan 25, 2026\nJan 26, 2025\nEstimated\nUseful Life\nProperty and Equipment:\n(In millions)\n(In years)\nLand\n$ \n777 \n$ \n511 \n(A)\nBuildings, leasehold improvements, and furniture\n \n2,891 \n \n2,076 \n(B)\nEquipment, compute hardware, and software\n \n12,619 \n \n7,568 \n2-7\nConstruction in process\n \n683 \n \n529 \n(C)\nTotal property and equipment, gross\n \n16,970 \n \n10,684 \n \nAccumulated depreciation and amortization\n \n(6,587) \n(4,401)  \nTotal property and equipment, net\n$ \n10,383 \n$ \n6,283 \n \n(A)\nLand is a non-depreciable asset.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n67\n\n(B)\nThe estimated useful lives of our buildings are up to thirty years. Leasehold improvements and finance leases are amortized based on the lesser of \neither the asset’s estimated useful life or the expected remaining lease term.\n(C)\nConstruction in process represents assets that are not available for their intended use.\nDepreciation expense for fiscal years 2026, 2025, and 2024 was $2.4 billion, $1.3 billion, and $894 million, respectively.\nAccumulated amortization of leasehold improvements and finance leases was $519 million and $410 million as of \nJanuary 25, 2026 and January 26, 2025, respectively.\nProperty, equipment and intangible assets acquired but not paid for during fiscal years 2026, 2025, and 2024 were $820 \nmillion, $525 million, and $170 million, respectively.\n \nJan 25, 2026\nJan 26, 2025\nAccrued and Other Current Liabilities:\n(In millions)\nCustomer program accruals\n$ \n5,318 \n$ \n4,880 \nAccrued purchase consideration\n \n3,921 \n \n9 \nProduct warranty\n \n2,807 \n \n1,290 \nExcess inventory purchase obligations (1)\n \n2,739 \n \n2,095 \nTaxes payable\n \n2,669 \n \n881 \nDeferred revenue (2)\n \n1,379 \n \n837 \nAccrued payroll and related expenses\n \n1,146 \n \n848 \nOther\n \n1,373 \n \n897 \nTotal accrued and other current liabilities\n$ \n21,352 \n$ \n11,737 \n(1)\nIn fiscal years 2026 and 2025, we recorded an expense of approximately $3.2 billion and $2.0 billion, respectively, in cost of revenue.\n(2)\nIncludes customer advances and unearned revenue related to hardware and software support, cloud services, and license and development \narrangements. The balance as of January 25, 2026 and January 26, 2025 included $160 million and $81 million of customer advances, respectively.\n \nJan 25, 2026\nJan 26, 2025\nOther Long-Term Liabilities:\n(In millions)\nIncome tax payable (1)\n$ \n3,958 \n$ \n2,188 \nDeferred income tax\n \n1,774 \n \n886 \nDeferred revenue (2)\n \n1,193 \n \n976 \nOther\n \n381 \n \n195 \nTotal other long-term liabilities\n$ \n7,306 \n$ \n4,245 \n(1)\nPrimarily comprised of unrecognized tax benefits and related interest and penalties.\n(2)\nIncludes unearned revenue related to hardware and software support and cloud services.\nDeferred Revenue\nThe following table shows the changes in short- and long-term deferred revenue during fiscal years 2026 and 2025:\n \nJan 25, 2026\nJan 26, 2025\n(In millions)\nBalance at beginning of period\n$ \n1,813 \n$ \n1,337 \nDeferred revenue additions (1)\n \n11,137 \n \n5,083 \nRevenue recognized (2)\n \n(10,378) \n(4,607) \nBalance at end of period\n$ \n2,572 \n$ \n1,813 \n(1) \nIncludes $9.0 billion and $3.6 billion of customer advances for fiscal years 2026 and 2025, respectively.\n(2) \nIncludes $8.9 billion and $3.7 billion related to customer advances for fiscal years 2026 and 2025, respectively.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n68", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 9 - Balance Sheet Components", - "metadata": { - "length": 5477, - "summary": "This section details the changes in short- and long-term deferred revenue for fiscal years 2026 and 2025. It presents a table showing the balance at the beginning of the period, deferred revenue additions (including customer advances), revenue recognized, and the balance at the end of the period. Footnotes clarify that these figures include amounts related to hardware, software support, cloud services, and license arrangements.", - "page_nums": [ - 155, - 156 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_e8aa2f9e-75c9-5830-87d2-3f34f40203e4", - "relation": "embeds", - "ref": "[tables/table_page_155_1.html]" - }, - { - "target": "asset_a26d4e6e-fac7-5faa-bf1d-3aef056fe215", - "relation": "embeds", - "ref": "[tables/table_page_155_2.html]" - }, - { - "target": "asset_4ab446b2-2b8d-50ff-a27b-3cb05dc7b4b3", - "relation": "embeds", - "ref": "[tables/table_page_155_3.html]" - }, - { - "target": "asset_072b168d-1e36-57a8-84e6-28ab895bc73c", - "relation": "embeds", - "ref": "[tables/table_page_156_1.html]" - }, - { - "target": "asset_e5e54ad9-abb3-5716-84a3-d0e5913d847a", - "relation": "embeds", - "ref": "[tables/table_page_156_2.html]" - }, - { - "target": "asset_8a0cf2d6-ba2c-5749-8ed4-cdfc0c4fb4ab", - "relation": "embeds", - "ref": "[tables/table_page_156_3.html]" - } - ], - "page_assets": [ - { - "page_num": 155, - "artifact_ref": "page_citation_assets/page-155.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 156, - "artifact_ref": "page_citation_assets/page-156.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_cc18f75b-3822-5cf2-8a18-ae8109048274", - "type": "page", - "content": "We recognized revenue of $974 million and $729 million in fiscal years 2026 and 2025, respectively, that were included in \nthe prior year end deferred revenue balance.\nAs of January 25, 2026, revenue related to remaining performance obligations from contracts greater than one year in \nlength was $2.3 billion, which includes $1.9 billion from deferred revenue and $390 million which has not yet been billed \nnor recognized as revenue. Approximately 42% of revenue from contracts greater than one year in length will be \nrecognized over the next twelve months.\nNote 10 - Derivative Financial Instruments\nForeign Currency Derivatives\nWe utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on \nour operating expenses. The foreign currency forward contracts for operating expenses are designated as accounting \nhedges. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and \nreclassified to operating expense when the related operating expenses are recognized in earnings. In fiscal years 2026 \nand 2025, the impact of foreign currency forward contracts designated as accounting hedges on other comprehensive \nincome or loss was not significant and all such instruments were determined to be highly effective.\nWe also entered into foreign currency forward contracts mitigating the impact of foreign currency movements on \nmonetary assets and liabilities. For our foreign currency contracts for assets and liabilities, the change in fair value of \nthese non-designated contracts was recorded in other income or expense and offsets the change in fair value of the \nhedged foreign currency denominated monetary assets and liabilities, which was also recorded in other income or \nexpense.\nThe table below presents the notional value of our foreign currency contracts outstanding:\nJan 25, 2026\nJan 26, 2025\n \n(In millions)\nDesignated as accounting hedges\n$ \n1,765 \n$ \n1,424 \nNot designated as accounting hedges\n$ \n2,332 \n$ \n1,297 \nThe unrealized gains and losses or fair value of our foreign currency contracts were not significant as of January 25, 2026 \nand January 26, 2025.\nAs of January 25, 2026, all foreign currency contracts mature within 18 months. The expected realized gains and losses \ndeferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the \nnext twelve months were not significant.\nFacility Lease Guarantees\nIn fiscal year 2026, we entered into agreements to guarantee partners’ facility lease obligations in the event of their \ndefault in exchange for warrants. The maximum gross exposure under all agreements is $3.5 billion, which is reduced as \nthe partners make payments to the lessors over terms ranging from 5 to 7 years. The partners have placed $712 million in \nescrow to mitigate our potential exposure. The guarantees, classified as credit derivatives with changes in fair value \nrecognized in Other income and expense, were not material.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n69", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 10 - Derivative Financial Instruments/Foreign Currency Derivatives", - "metadata": { - "length": 3118, - "summary": "The section details the use of foreign currency forward contracts to mitigate exchange rate risks on operating expenses and monetary assets/liabilities. It explains that contracts for operating expenses are designated as accounting hedges, while those for assets and liabilities are not. A table presents the notional value of these outstanding contracts as of January 25, 2026 ($1,765 million designated, $2,332 million not designated) and January 26, 2025 ($1,424 million designated, $1,297 million not designated). The text notes that unrealized gains/losses were not significant and all contracts mature within 18 months.", - "page_nums": [ - 157 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 157, - "artifact_ref": "page_citation_assets/page-157.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_49c58571-cdf7-516e-99b7-265a703cfdaa", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 10 - Derivative Financial Instruments/Foreign Currency Derivatives p157]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 10 - Derivative Financial Instruments/Facility Lease Guarantees", - "metadata": { - "length": 176, - "summary": "This section details agreements entered into during fiscal year 2026 to guarantee partners' facility lease obligations in exchange for warrants. It specifies a maximum gross exposure of $3.5 billion, which is reduced as partners make payments over terms ranging from 5 to 7 years. Additionally, it notes that partners have placed $712 million in escrow to mitigate potential exposure and states that the guarantees, classified as credit derivatives, were not material.", - "page_nums": [ - 157 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 157, - "artifact_ref": "page_citation_assets/page-157.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_f663f888-29dd-5b6d-ae2e-b256c3ab1863", - "type": "page", - "content": "Note 11 - Debt\n \nExpected\nRemaining Term \n(years)\nEffective\nInterest \nRate\nJan 25, 2026\nJan 26, 2025\n \n \n \n(In millions)\n3.20% Notes Due 2026\n0.6\n3.31%\n \n1,000 \n1,000 \n1.55% Notes Due 2028\n2.4\n1.64%\n \n1,250 \n1,250 \n2.85% Notes Due 2030\n4.2\n2.93%\n \n1,500 \n1,500 \n2.00% Notes Due 2031\n5.4\n2.09%\n \n1,250 \n1,250 \n3.50% Notes Due 2040\n14.2\n3.54%\n \n1,000 \n1,000 \n3.50% Notes Due 2050\n24.2\n3.54%\n \n2,000 \n2,000 \n3.70% Notes Due 2060\n34.2\n3.73%\n \n500 \n500 \nUnamortized debt discount and issuance costs\n \n \n \n(32) \n(37) \nNet carrying amount\n \n \n \n8,468 \n8,463 \nLess short-term portion\n \n(999) \n— \nTotal long-term portion\n$ \n7,469 $ \n8,463 \nAs of January  25, 2026 and January  26, 2025, the estimated fair value of debt was $7.5  billion and $7.2  billion, \nrespectively. The estimated fair values are based on Level 2 inputs.\nOur notes are unsecured senior obligations. Existing and future liabilities of our subsidiaries will be effectively senior to \nthe notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-\nwhole premium. The maturity of the notes is calendar year.\nAs of January  25, 2026, we complied with the required covenants, which are non-financial in nature, under the \noutstanding notes.\nIn January 2026, we increased the size of our commercial paper program from $575 million to $25.0 billion. As of \nJanuary 25, 2026, no commercial paper was outstanding.\nNote 12 - Commitments and Contingencies\nCommitments\nManufacturing, supply, and capacity commitments reflect datacenter-scale production and longer future ordering \nhorizons across current and future product architectures. We enter into agreements with our supply vendors that allow \nthem to procure inventory based upon our defined criteria, and in certain instances, these agreements are cancellable, \nable to be rescheduled, or adjustable for our business needs prior to placing firm orders. Changes to these agreements \nmay result in additional costs. As of January 25, 2026, these commitments were $95.2 billion, of which substantially all \nwill be paid through fiscal year 2027.\nMulti-year cloud service agreement commitments as of January 25, 2026, were $27 billion, for which $7 billion, $6 billion, \n$5 billion, $5 billion, $2 billion, and $2 billion will be paid in fiscal years 2027, 2028, 2029, 2030, 2031, and 2032 and \nthereafter, respectively. Some cloud service capacity may be reduced, terminated or sold to others by the CSPs, in which \ncase our commitments will be reduced. We expect cloud service agreements to be used to support our research and \ndevelopment efforts.\nInvestment commitments are $11.4 billion as of January 25, 2026, subject to certain contingencies, of which we expect \nsubstantially all will be made through fiscal year 2027. \nOther commitments were $3.4 billion as of January 25, 2026, of which the majority will be paid through fiscal year 2027.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n70", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 11 - Debt", - "metadata": { - "length": 3016, - "summary": "This section details NVIDIA's debt obligations as of January 25, 2026, and January 26, 2025. It includes a table listing various notes due between 2026 and 2060, showing their expected remaining terms, effective interest rates, and carrying amounts in millions. The text further explains that the notes are unsecured senior obligations with semi-annual interest payments, outlines compliance with non-financial covenants, and mentions an increase in the commercial paper program size to $25.0 billion.", - "page_nums": [ - 158 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_2b6df3eb-7e74-5f84-95ea-c33a407ae18f", - "relation": "embeds", - "ref": "[tables/table_page_158_1.html]" - } - ], - "page_assets": [ - { - "page_num": 158, - "artifact_ref": "page_citation_assets/page-158.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_1ad0e8c6-f8df-56f2-9f57-8c99d5481b1b", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 11 - Debt p158]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Commitments", - "metadata": { - "length": 119, - "summary": "This section details NVIDIA's financial commitments as of January 25, 2026. It outlines manufacturing and supply commitments totaling $95.2 billion, multi-year cloud service agreement commitments of $27 billion with specific payment schedules through fiscal year 2032, investment commitments of $11.4 billion, and other commitments of $3.4 billion.", - "page_nums": [ - 158 - ], - "keywords": [ - "NVIDIA", - "January 25, 2026" - ], - "connect_to": [ - { - "target": "asset_2b6df3eb-7e74-5f84-95ea-c33a407ae18f", - "relation": "related", - "ref": "[tables/table_page_158_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 11 - Debt" - } - ], - "page_assets": [ - { - "page_num": 158, - "artifact_ref": "page_citation_assets/page-158.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_76076e6b-c567-5700-8171-ebe9e6a96a27", - "type": "page", - "content": "Accrual for Product Warranty Liabilities\nThe estimated amount of product warranty liabilities was $2.8 billion and $1.3 billion as of January  25, 2026 and \nJanuary 26, 2025, respectively. The estimated product returns and product warranty activity consisted of the following:\nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n(In millions)\nBalance at beginning of period\n$ \n1,290 \n$ \n306 \n$ \n82 \nAdditions\n \n2,474 \n \n1,203 \n \n278 \nUtilization\n \n(957) \n(219) \n(54) \nBalance at end of period\n$ \n2,807 \n$ \n1,290 \n$ \n306 \nIn fiscal years 2026, 2025, and 2024 the additions in product warranty liabilities primarily related to our Compute & \nNetworking segment.\nWe have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual \nproperty indemnification provisions in our technology-related agreements with third parties. Maximum potential future \npayments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not \nrecorded any liability in our Consolidated Financial Statements for such indemnifications.\nLitigation\nSecurities Class Action and Derivative Lawsuits\nThe plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, \n2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation \nSecurities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and \ncertain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange \nAct, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact \nof cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the \nNVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class \ncertification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including \nattorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district \ncourt granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and \nclosed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the \nNinth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part \nand reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district \ncourt did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing \nen banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed \non October 10, 2023. On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate pending \nNVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s final \ndisposition of the matter. NVIDIA filed a petition for a writ of certiorari on March 4, 2024. On June 17, 2024, the Supreme \nCourt of the United States granted NVIDIA’s petition for a writ of certiorari. After briefing and argument, the Supreme \nCourt dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11, 2024, and issued judgment on \nJanuary 13, 2025. On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, \n2023, took effect, and the case was remanded to the district court for further proceedings.\nThe putative derivative lawsuit pending in the United States District Court for the Northern District of California, \ncaptioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative \nLitigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation \naction. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once \nthe appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The case has not yet been reopened by \nthe court. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company \nfor breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and \n20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel \ninventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and \nother relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.\nThe putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the \nDistrict of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-MN) and Nelson v. Huang, et. al. (Case No. 1:19-\ncv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n71", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Accrual for Product Warranty Liabilities", - "metadata": { - "length": 5431, - "summary": "This section details the estimated product warranty liabilities for NVIDIA Corporation as of January 25, 2026 ($2.8 billion) and January 26, 2025 ($1.3 billion). It includes a table showing the activity for the years ended Jan 25, 2026, Jan 26, 2025, and Jan 28, 2024, covering balances at the beginning and end of periods, additions, and utilization (in millions). The text notes that additions primarily related to the Compute & Networking segment. Additionally, it mentions indemnities provided for tax, product, and employee liabilities, noting that maximum potential future payments cannot be estimated.", - "page_nums": [ - 159 - ], - "keywords": [ - "NVIDIA Corporation", - "January 25, 2026", - "January 26, 2025", - "Jan 25, 2026", - "Jan 26, 2025", - "Jan 28, 2024", - "Compute & Networking" - ], - "connect_to": [ - { - "target": "asset_fd85bddb-10ac-54fb-88af-2984ec024d23", - "relation": "embeds", - "ref": "[tables/table_page_159_1.html]" - } - ], - "page_assets": [ - { - "page_num": 159, - "artifact_ref": "page_citation_assets/page-159.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_8d4abc48-1483-514f-b72b-8d1847ca6d78", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Accrual for Product Warranty Liabilities p159]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Litigation", - "metadata": { - "length": 185, - "summary": "This section details the status of securities class action and derivative lawsuits against NVIDIA Corporation. It describes a putative securities class action (In Re NVIDIA Corporation Securities Litigation) filed in 2018 alleging violations of the Securities Exchange Act of 1934 regarding channel inventory and cryptocurrency mining impacts. The text outlines the procedural history, including the initial dismissal, appeals to the Ninth Circuit, and subsequent Supreme Court involvement, noting that the case was remanded to the district court for further proceedings as of early 2025. Additionally, it covers pending derivative lawsuits in the Northern District of California and Delaware, which are stayed pending the resolution of the securities litigation.", - "page_nums": [ - 159 - ], - "keywords": [ - "NVIDIA Corporation", - "United States District Court for the Northern District of California", - "In Re NVIDIA Corporation Securities Litigation", - "NVIDIA", - "Securities Exchange Act of 1934", - "Exchange Act", - "SEC Rule 10b-5", - "United States Court of Appeals for the Ninth Circuit", - "Supreme Court of the United States", - "United States District Court for the District of Delaware", - "Lipchitz v. Huang, et al.", - "Nelson v. Huang, et al." - ], - "connect_to": [ - { - "target": "asset_fd85bddb-10ac-54fb-88af-2984ec024d23", - "relation": "related", - "ref": "[tables/table_page_159_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Accrual for Product Warranty Liabilities" - } - ], - "page_assets": [ - { - "page_num": 159, - "artifact_ref": "page_citation_assets/page-159.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_cc05c7fb-6800-5313-8ff6-55d805997add", - "type": "page", - "content": "Litigation action. On March 7, 2025, after the Supreme Court issued its judgment dismissing the Company’s petition for \nwrit of certiorari as improvidently granted in the In Re NVIDIA Securities Litigation action, the district court adopted the \nparties' stipulation to extend the stay until the final and complete resolution of the In Re NVIDIA Corporation Securities \nLitigation action. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the \nCompany for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate \nwaste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, \nand misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The \nplaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and \nunspecified corporate governance measures.\nAnother putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, \ncaptioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, \nagainst certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the \ndissemination of allegedly false and misleading statements related to channel inventory and the impact of \ncryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement \nof profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures. On August 11, 2025, \nthe court granted the parties’ stipulation to voluntarily dismiss with prejudice plaintiff City of Westland Police and Fire \nRetirement System. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities \nLitigation action.\nAccounting for Loss Contingencies\nAs of January 25, 2026, there are no accrued contingent liabilities associated with the legal proceedings described above \nbased on our belief that liabilities, while reasonably possible, are not probable. Further, any possible loss or range of loss in \nthese matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising \nin the ordinary course of business, as well as regulatory and government inquiries and investigations, and, while there can \nbe no assurance of favorable outcomes, we believe that the ultimate outcome of these matters will not have a material \nadverse effect on our operating results, liquidity or financial position. These matters are subject to inherent uncertainties \nand if the ultimate outcome is unfavorable, there exists the possibility of a material adverse impact on our operating \nresults, liquidity or financial position in the period the outcome becomes estimable and probable.\nNote 13 - Income Taxes\nThe FASB issued a new accounting standard which includes new and updated income tax disclosures, including \ndisaggregation of information in the rate reconciliation and income taxes paid, which we adopted on a prospective basis \nfor the year ending January 25, 2026.\nThe Income tax expense applicable to income before income taxes consists of the following:\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n \n(In millions)\nCurrent income taxes:\n \n \n \nFederal\n$ \n19,039 \n$ \n14,032 \n$ \n5,710 \nState\n \n1,218 \n \n892 \n \n335 \nForeign\n \n2,550 \n \n699 \n \n502 \nTotal current\n \n22,807 \n \n15,623 \n \n6,547 \nDeferred income taxes:\nFederal\n \n(1,364) \n(4,515) \n(2,499) \nState\n \n(885) \n(242) \n(206) \nForeign\n \n825 \n \n280 \n \n216 \nTotal deferred\n \n(1,424) \n(4,477) \n(2,489) \nIncome tax expense\n$ \n21,383 \n$ \n11,146 \n$ \n4,058 \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n72", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Accounting for Loss Contingencies", - "metadata": { - "length": 3918, - "summary": "The section titled 'Accounting for Loss Contingencies' states that as of January 25, 2026, the company has not accrued any contingent liabilities related to the legal proceedings described in the preceding text. This is because the company believes that while liabilities are reasonably possible, they are not probable, and any potential loss cannot be reasonably estimated at this time. The company also notes it is engaged in other ordinary course business legal actions and inquiries, which could have a material adverse effect on its financial position if outcomes are unfavorable.", - "page_nums": [ - 160 - ], - "keywords": [ - "January 25", - "2026" - ], - "connect_to": [ - { - "target": "asset_86cec499-f6a2-5550-8aae-010952ae63fd", - "relation": "embeds", - "ref": "[tables/table_page_160_1.html]" - } - ], - "page_assets": [ - { - "page_num": 160, - "artifact_ref": "page_citation_assets/page-160.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_7b18d40c-5b0f-5627-9027-1aebb57692e2", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Accounting for Loss Contingencies p160]\n\nIncome before income tax consists of the following:\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n \n(In millions)\nU.S.\n$ \n123,181 \n$ \n77,456 \n$ \n29,495 \nForeign\n \n18,269 \n \n6,570 \n \n4,323 \nIncome before income tax\n$ \n141,450 \n$ \n84,026 \n$ \n33,818 \nThe income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21.0% \nto income before income taxes for the fiscal year ended January 25, 2026 as follows:\n \nYear Ended\n \nJan 25, 2026\n \n(In millions, except \npercentages)\nUS Federal Statutory Tax Rate\n$ \n29,704 \n 21.0 %\nState and Local Income Taxes, Net of Federal Income Tax Effect (1)\n \n258 \n 0.2 %\nForeign tax effects\nIsrael\nReduced statutory tax rate on qualifying income\n \n(3,064) \n (2.2) %\nOther\n \n1,606 \n 1.2 %\nOther foreign jurisdictions\n \n741 \n 0.5 %\nEffect of cross-border tax laws\nForeign-derived deduction eligible income\n \n(4,208) \n (3.0) %\nOther\n \n(142) \n (0.1) %\nTax credits\n \n(1,933) \n (1.4) %\nNontaxable or nondeductible items\nStock-based compensation\n \n(1,475) \n (1.0) %\nOther\n \n29 \n — %\nOther (2)\n \n(133) \n (0.1) %\nIncome tax expense\n$ \n21,383 \n 15.1 %\n(1) State taxes in California, Tennessee, Arizona, and Illinois made up the majority of the tax effect in fiscal year 2026.\n(2) Includes the tax effects of enactment of new tax laws, change in valuation allowance, and change in unrecognized tax benefits.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n73\n\nThe income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to \nincome before income taxes for fiscal years ended January 26, 2025 and January 28, 2024 as follows:\nYear Ended\nJan 26, 2025\nJan 28, 2024\n(In millions, except percentages)\nTax expense computed at federal statutory rate\n$ \n17,645 \n 21.0 % $ \n7,102 \n 21.0 %\nExpense (benefit) resulting from:\nState income taxes, net of federal tax effect\n \n554 \n 0.7 % \n120 \n 0.4 %\nForeign-derived deduction eligible income\n \n(2,976) \n (3.5) % \n(1,408) \n (4.2) %\nStock-based compensation\n \n(2,097) \n (2.5) % \n(741) \n (2.2) %\nU.S. federal research and development tax credit\n \n(990) \n (1.2) % \n(431) \n (1.3) %\nForeign tax rate differential\n \n(984) \n (1.2) % \n(467) \n (1.4) %\nOther\n \n(6) \n — % \n(117) \n (0.3) %\nIncome tax expense\n$ \n11,146 \n 13.3 % $ \n4,058 \n 12.0 %\nIn July 2025, the OBBBA was enacted into law and contains several changes to key U.S. federal income tax laws. We have \nrecognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026.\nThe amount of cash paid for income taxes (net of refunds) for the fiscal year ended January 25, 2026 is as follows:\nYear Ended\n \nJan 25, 2026\n \n(In millions)\nFederal\n$ \n16,755 \nState\nCalifornia\n \n1,049 \nOther\n \n1,041 \nForeign\nIsrael\n \n1,287 \nOther\n \n156 \nTotal income taxes paid, net of refunds\n$ \n20,288 \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n74\n\nThe tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are \npresented below:\n \nJan 25, 2026\nJan 26, 2025\n \n(In millions)\nDeferred tax assets:\n \nCapitalized research and development expenditure\n$ \n5,436 \n$ \n6,256 \nNet controlled foreign corporation tested income deferred tax assets\n \n5,389 \n \n2,820 \nAccruals and reserves, not currently deductible for tax purposes\n \n3,644 \n \n2,058 \nResearch and other tax credit carryforwards\n \n718 \n \n759 \nOperating lease liabilities\n \n554 \n \n299 \nNet operating loss and capital loss carryforwards\n \n443 \n \n456 \nOther deferred tax assets\n \n679 \n \n566 \nGross deferred tax assets\n \n16,863 \n \n13,214 \nLess valuation allowance\n \n(768) \n(1,610) \nTotal deferred tax assets\n \n16,095 \n \n11,604 \nDeferred tax liabilities:\nEquity investments\n \n(2,227) \n(264) \nUnremitted earnings of foreign subsidiaries\n \n(1,813) \n(891) \nOperating lease assets\n \n(533) \n(286) \nAcquired intangibles\n \n(38) \n(70) \nGross deferred tax liabilities\n \n(4,611) \n(1,511) \nNet deferred tax asset (1)\n$ \n11,484 \n$ \n10,093 \n(1) \nNet deferred tax asset includes long-term deferred tax assets of $13.3 billion and $11.0 billion and long-term deferred tax liabilities of $1.8 billion and \n$886 million for fiscal years 2026 and 2025, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our \nConsolidated Balance Sheets.\nAs of January 25, 2026, we intend to indefinitely reinvest approximately $1.4 billion of cumulative undistributed earnings \nheld by certain subsidiaries. We have not provided the amount of unrecognized deferred tax liabilities for temporary \ndifferences related to these investments as the determination of such amount is not practicable.\nAs of January 25, 2026 and January 26, 2025, we had a valuation allowance of $768 million and $1.6 billion, respectively, \nrelated to capital loss carryforwards, and certain other deferred tax assets that management determined are not likely to \nbe realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent \nrealization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as \nincome tax benefits during the period.\nAs of January 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain \nstate deferred tax assets are more likely than not realizable and released $711 million of valuation allowance.\nAs of January  25, 2026, we had U.S. federal, state and foreign net operating loss carryforwards of $747  million, \n$427 million and $503 million, respectively. The federal and state carryforwards will begin to expire in fiscal year 2027. \nThe foreign net operating loss carryforwards may be carried forward indefinitely. As of January 25, 2026, we had federal \nresearch tax credit carryforwards of $56 million, before the impact of uncertain tax positions, that will begin to expire in \nfiscal year 2027. We have state research tax credit carryforwards of $1.4  billion, before the impact of uncertain tax \npositions, of which $1.3  billion is attributable to the State of California and may be carried over indefinitely and \n$132 million is attributable to various other states and will begin to expire in fiscal year 2028. As of January 25, 2026, we \nhad federal capital loss carryforwards of $902 million that will begin to expire in fiscal year 2028.\nOur tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other \nauthoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject \nto limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state \nand foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n75", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 13 - Income Taxes", - "metadata": { - "length": 7220, - "summary": "This section details NVIDIA Corporation's income tax disclosures for fiscal years 2024, 2025, and 2026. It includes tables breaking down income tax expense into current and deferred components (Federal, State, Foreign), a reconciliation of the effective tax rate to the U.S. federal statutory rate, and a schedule of cash paid for income taxes. The note also presents the significant temporary differences giving rise to deferred tax assets and liabilities, discusses valuation allowances, and outlines net operating loss carryforwards and research tax credit carryforwards.", - "page_nums": [ - 160, - 161, - 162, - 163 - ], - "keywords": [ - "NVIDIA Corporation", - "FASB", - "OBBBA", - "California", - "Tennessee", - "Arizona", - "Illinois", - "Israel" - ], - "connect_to": [ - { - "target": "asset_86cec499-f6a2-5550-8aae-010952ae63fd", - "relation": "related", - "ref": "[tables/table_page_160_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 12 - Commitments and Contingencies/Accounting for Loss Contingencies" - }, - { - "target": "asset_00bb6c09-6969-59fa-8b8a-1f5fbdf82be5", - "relation": "embeds", - "ref": "[tables/table_page_161_1.html]" - }, - { - "target": "asset_17df1886-1277-5b53-9dfc-f0afca9ee493", - "relation": "embeds", - "ref": "[tables/table_page_161_2.html]" - }, - { - "target": "asset_dd290928-a4e8-55b9-8a10-3f27904bcb2b", - "relation": "embeds", - "ref": "[tables/table_page_162_1.html]" - }, - { - "target": "asset_916f3c29-13f5-5b63-9bcf-c7b460c8a1d5", - "relation": "embeds", - "ref": "[tables/table_page_162_2.html]" - }, - { - "target": "asset_b63bfe47-e645-5a91-ae23-4638ebe6a1be", - "relation": "embeds", - "ref": "[tables/table_page_163_1.html]" - } - ], - "page_assets": [ - { - "page_num": 160, - "artifact_ref": "page_citation_assets/page-160.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 161, - "artifact_ref": "page_citation_assets/page-161.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 162, - "artifact_ref": "page_citation_assets/page-162.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 163, - "artifact_ref": "page_citation_assets/page-163.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_faa72845-4806-5a41-87a1-fa648b8628e7", - "type": "page", - "content": "A reconciliation of gross unrecognized tax benefits is as follows:\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n \n(In millions)\nBalance at beginning of period\n$ \n2,861 \n$ \n1,670 \n$ \n1,238 \nIncreases in tax positions for current year\n \n1,959 \n \n1,268 \n \n616 \nIncreases in tax positions for prior years\n \n57 \n \n48 \n \n87 \nLapse in statute of limitations\n \n(224) \n(27) \n(19) \nDecreases in tax positions for prior years\n \n(157) \n(88) \n(148) \nSettlements\n \n(76) \n(10) \n(104) \nBalance at end of period\n$ \n4,420 \n$ \n2,861 \n$ \n1,670 \nIncluded in the balance of unrecognized tax benefits as of January 25, 2026 are $3.7 billion of tax benefits that would \naffect our effective tax rate if recognized.\nWe classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate \npayment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or long-term \namount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.\nWe include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We \nrecognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our \nconsolidated statements of income of $103 million, $92 million, and $42 million during fiscal years 2026, 2025, and 2024, \nrespectively. As of January 25, 2026 and January 26, 2025, we have accrued $374 million and $251 million, respectively, \nfor the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of \nour gross unrecognized tax benefits.\nWe are subject to examination by taxing authorities both in the United States and other countries. As of January 25, \n2026, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after \n2022, as well as Canada, China, Germany, Hong Kong, India, Israel, Italy, and Taiwan for fiscal years 2014 through 2025. As \nof January 25, 2026, the significant tax jurisdictions for which we are currently under examination include the United \nStates, Germany, Hong Kong, India, Israel, and Taiwan for fiscal years 2014 through 2025.\nNote 14 - Shareholders’ Equity\nCapital Return Program\nOn August 26, 2025, our Board of Directors approved an additional $60.0  billion in share repurchase authorization, \nwithout expiration. In fiscal years 2026 and 2025, we repurchased 282 million and 310 million shares of our common \nstock for $40.4 billion and $34.0 billion, respectively. As of January  25, 2026, we were authorized, subject to certain \nspecifications, to repurchase up to $58.5 billion of our common stock.\nFrom January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-\nestablished trading plan.\nIn fiscal years 2026, 2025, and 2024, we paid cash dividends to our shareholders of $974  million, $834  million, and \n$395  million, respectively. The payment of future cash dividends is subject to our Board of Directors' continuing \ndetermination that the declaration of dividends is in the best interests of our shareholders.\nNote 15 - Employee Retirement Plans\nWe provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our \ncontribution expense for fiscal years 2026, 2025, and 2024 was $442 million, $314 million, and $255 million, respectively.\nNote 16 - Segment Information\nOur Chief Executive Officer is our chief operating decision maker, or CODM, and reviews financial information presented \non an operating segment basis for purposes of making decisions and assessing financial performance. Our CODM \nassesses operating performance of each segment based on regularly provided segment revenue and segment operating \nincome. Operating results by segment include costs or expenses directly attributable to each segment, and costs or \nexpenses that are leveraged across our unified architecture and therefore allocated between our two segments. Our \nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n76", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 14 - Shareholders' Equity", - "metadata": { - "length": 4191, - "summary": "This section details the Capital Return Program, including a share repurchase authorization of $60.0 billion approved on August 26, 2025. It reports that 282 million shares were repurchased for $40.4 billion in fiscal year 2026 and 310 million shares for $34.0 billion in fiscal year 2025. Additionally, cash dividends paid to shareholders amounted to $974 million, $834 million, and $395 million for fiscal years 2026, 2025, and 2024, respectively.", - "page_nums": [ - 164 - ], - "keywords": [ - "NVIDIA Corporation", - "Board of Directors" - ], - "connect_to": [ - { - "target": "asset_5da48d6f-78d0-52c9-919f-ad7008453efa", - "relation": "embeds", - "ref": "[tables/table_page_164_1.html]" - } - ], - "page_assets": [ - { - "page_num": 164, - "artifact_ref": "page_citation_assets/page-164.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_200e6a4f-f171-533f-b262-16bf9be1f855", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 14 - Shareholders' Equity p164]", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. 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Exhibits and Financial Statement Schedules/Note 14 - Shareholders' Equity" - } - ], - "page_assets": [ - { - "page_num": 164, - "artifact_ref": "page_citation_assets/page-164.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_a28a0c4f-dcb3-5d5c-924e-805c093a230c", - "type": "page", - "content": "[SAME-AS NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 14 - Shareholders' Equity p164]\n\nCODM reviews expenses on a consolidated basis, and expenses attributable to each segment are not regularly provided \nto our CODM.\nThe Compute & Networking segment includes our Data Center accelerated computing and networking platforms and AI \nsolutions and software, and Automotive platforms and autonomous and electric vehicle solutions including software.\nThe Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise \nworkstation graphics.\nCertain expenses are not allocated to either Compute & Networking or Graphics for purposes of making operating \ndecisions or assessing financial performance. The expenses include stock-based compensation expense, corporate \ninfrastructure and support costs, acquisition-related and other costs, and other non-recurring charges and benefits that \nour CODM deems to be enterprise in nature.\nOur CODM does not review any information regarding total assets on a reportable segment basis. There are no \nintersegment transactions. The accounting policies for segment reporting are the same as for our consolidated financial \nstatements. The table below presents details of our reportable segments.\n \nCompute & \nNetworking\nGraphics\nTotal\n(In millions)\nYear Ended Jan 25, 2026\n \n \nRevenue\n$ \n193,479 $ \n22,459 \n$ \n215,938 \nOther segment items (1)\n \n63,338 \n13,303 \n \n76,641 \nOperating income\n$ \n130,141 $ \n9,156 \n$ \n139,297 \nYear Ended Jan 26, 2025\n \n \nRevenue\n$ \n116,193 $ \n14,304 \n$ \n130,497 \nOther segment items (1)\n \n33,318 \n9,219 \n \n42,537 \nOperating income\n$ \n82,875 $ \n5,085 \n$ \n87,960 \nYear Ended Jan 28, 2024\n \n \nRevenue\n$ \n47,405 $ \n13,517 \n$ \n60,922 \nOther segment items (1)\n \n15,389 \n7,671 \n \n23,060 \nOperating income\n$ \n32,016 $ \n5,846 \n$ \n37,862 \n(1)\nOther segment items primarily include product costs and inventory provisions, compensation and benefits excluding stock-based compensation \nexpense, computing infrastructure expenses, and engineering development costs.\nDepreciation and amortization expense attributable to our Compute & Networking segment for fiscal years 2026, 2025, \nand 2024 was $1.6 billion, $732 million, and $457 million, respectively. Depreciation and amortization expense attributable \nto our Graphics segment for fiscal years 2026, 2025, and 2024 was $590 million, $372 million, and $307 million, \nrespectively. Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or \nGraphics for purposes of making operating decisions or assessing financial performance.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n77\n\nA reconciliation of segment operating income to consolidated income before income tax for fiscal years 2026, 2025, and \n2024 were as follows:\nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n(In millions)\nSegment operating income\n$ \n139,297 \n$ \n87,960 \n$ \n37,862 \nStock-based compensation expense\n \n(6,386) \n(4,737) \n(3,549) \nUnallocated operating expenses\n \n(1,997) \n(1,171) \n(728) \nAcquisition-related and other costs\n \n(527) \n(599) \n(613) \nInterest income\n \n2,300 \n \n1,786 \n \n866 \nInterest expense\n \n(259) \n(247) \n(257) \nOther income, net\n \n9,022 \n \n1,034 \n \n237 \nConsolidated income before income tax\n$ \n141,450 \n$ \n84,026 \n$ \n33,818 \nRevenue by geographic area is based upon the location of the customers’ headquarters. The end customer and shipping \nlocation may be different from our customers' headquarters location.\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\nGeographic Revenue based upon Customer Headquarters \nLocation (1):\n(In millions)\nUnited States\n$ \n149,617 \n$ \n77,482 \n$ \n31,533 \nTaiwan (2)\n \n42,345 \n \n23,600 \n \n14,912 \nChina (including Hong Kong)\n \n19,677 \n \n25,048 \n \n12,330 \nOther\n \n4,299 \n \n4,367 \n \n2,147 \nTotal revenue\n$ \n215,938 \n$ \n130,497 \n$ \n60,922 \n(1)\nIn the third quarter of fiscal year 2026, we changed to revenue based upon the location of our customers’ headquarters as we believe it provides a \nbetter representation of the geographic profile of our revenue. Prior period information has been recast to reflect this change. \n(2)\nIn fiscal year 2026, we estimate 76% of Data Center revenue from Taiwan-headquartered customers was attributed to end customers based in the \nUnited States and Europe.\nRevenue from sales to customers headquartered outside of the United States accounted for 31%, 41%, and 48% of total \nrevenue for fiscal years 2026, 2025, and 2024, respectively. The increase in revenue to the United States for fiscal years \n2026 and 2025 was primarily due to higher U.S.-based Compute & Networking segment demand.\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, \nODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources \nor third-party system integrators to complete their build. We refer to indirect customers as those who purchase products \nthrough our direct customers; indirect customers include CSPs, Neocloud builders, AI model makers, enterprises, and \npublic sector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this \ntrend may continue.\nDirect Customers – For fiscal year 2026, sales to one direct customer represented 22% of total revenue and sales to \nanother direct customer represented 14% of total revenue, all of which were primarily attributable to the Compute & \nNetworking segment.\nFor fiscal year 2025, sales to one direct customer represented 12% of total revenue and sales to two direct customers \neach represented 11% of total revenue, all of which were primarily attributable to the Compute & Networking segment.\nFor fiscal year 2024, sales to one direct customer represented 13% of total revenue, and were primarily attributable to \nthe Compute & Networking segment.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n78", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 16 - Segment Information", - "metadata": { - "length": 6098, - "summary": "This section details NVIDIA's reportable segments: Compute & Networking and Graphics. It defines the scope of each segment, explains that certain expenses are not allocated to segments for decision-making purposes, and provides financial data tables showing revenue, other segment items, and operating income for fiscal years 2026, 2025, and 2024. The section also includes a reconciliation of segment operating income to consolidated income before tax, geographic revenue breakdowns based on customer headquarters, and information regarding significant direct customers.", - "page_nums": [ - 164, - 165, - 166 - ], - "keywords": [ - "NVIDIA", - "Compute & Networking", - "Graphics", - "United States", - "Taiwan", - "China", - "Hong Kong", - "Europe" - ], - "connect_to": [ - { - "target": "asset_5da48d6f-78d0-52c9-919f-ad7008453efa", - "relation": "related", - "ref": "[tables/table_page_164_1.html]", - "same_as_owner": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 14 - Shareholders' Equity" - }, - { - "target": "asset_5b9bf953-e587-522c-a68e-13739f4c1bc4", - "relation": "embeds", - "ref": "[tables/table_page_165_1.html]" - }, - { - "target": "asset_6f25fea9-542f-504b-8b18-1f4829bd3a9a", - "relation": "embeds", - "ref": "[tables/table_page_166_1.html]" - }, - { - "target": "asset_5993f359-034b-5479-b335-7b5925ed50d3", - "relation": "embeds", - "ref": "[tables/table_page_166_2.html]" - } - ], - "page_assets": [ - { - "page_num": 164, - "artifact_ref": "page_citation_assets/page-164.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 165, - "artifact_ref": "page_citation_assets/page-165.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - }, - { - "page_num": 166, - "artifact_ref": "page_citation_assets/page-166.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_fa6f1f45-3eef-545f-85ad-c59225bf32a2", - "type": "page", - "content": "The following table summarizes revenue by specialized markets:\n \nYear Ended\n \nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\nRevenue by End Market:\n(In millions)\nData Center\n$ \n193,737 \n$ \n115,186 \n$ \n47,525 \nCompute\n \n162,361 \n \n102,196 \n \n38,950 \nNetworking\n \n31,376 \n \n12,990 \n \n8,575 \nGaming\n \n16,042 \n \n11,350 \n \n10,447 \nProfessional Visualization\n \n3,191 \n \n1,878 \n \n1,553 \nAutomotive\n \n2,349 \n \n1,694 \n \n1,091 \nOEM and Other\n \n619 \n \n389 \n \n306 \nTotal revenue\n$ \n215,938 \n$ \n130,497 \n$ \n60,922 \nThe following table presents summarized information for long-lived assets by country. Long-lived assets consist of \nproperty and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets.\n \nJan 25, 2026\nJan 26, 2025\nLong-lived assets:\n(In millions)\nUnited States\n$ \n5,125 \n$ \n3,626 \nTaiwan\n \n3,219 \n \n1,481 \nIsrael\n \n1,471 \n \n840 \nOther\n \n568 \n \n336 \nTotal long-lived assets\n$ \n10,383 \n$ \n6,283 \nNote 17 - Leases\nOur lease obligations primarily consist of operating leases for our offices and data centers, with lease periods expiring \nbetween fiscal years 2027 and 2041.\nFuture minimum lease obligations under our non-cancelable lease agreements as of January 25, 2026 were as follows:\nOperating Lease \nObligations\n \n(In millions)\nFiscal Year:\n \n2027\n$ \n493 \n2028\n \n485 \n2029\n \n457 \n2030\n \n381 \n2031\n \n314 \n2032 and thereafter\n \n1,494 \nTotal\n \n3,624 \nLess imputed interest\n \n680 \nPresent value of net future minimum lease payments\n \n2,944 \nLess short-term operating lease liabilities\n \n372 \nLong-term operating lease liabilities\n$ \n2,572 \nBetween fiscal years 2027 and 2030, we expect to commence leases with future obligations of $22.7 billion, primarily \ndata center leases to support our research and development efforts, with lease terms of 1.8 to 20 years.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n79\n\nOperating lease costs for fiscal years 2026, 2025, and 2024 were $462 million, $356 million, and $269 million, respectively. \nShort-term and variable lease costs for fiscal years 2026, 2025, and 2024 were not significant.\nOther information related to leases was as follows:\nYear Ended\nJan 25, 2026\nJan 26, 2025\nJan 28, 2024\n \n(In millions)\nSupplemental cash flows information\n \nOperating cash flow used for operating leases\n$ \n428 $ \n313 $ \n286 \nOperating lease assets obtained in exchange \nfor lease obligations\n$ \n1,439 $ \n877 $ \n531 \nAs of January 25, 2026, our operating leases have a weighted average remaining lease term of 8.8 years and a weighted \naverage discount rate of 4.38%. As of January 26, 2025, our operating leases had a weighted average remaining lease \nterm of 6.5 years and a weighted average discount rate of 4.16%.\nNVIDIA Corporation and Subsidiaries\nNotes to the Consolidated Financial Statements\n(Continued)\n80\n\nNVIDIA Corporation and Subsidiaries\nSchedule II – Valuation and Qualifying Accounts\nDescription\nBalance at\nBeginning of \nPeriod\nAdditions\n \nDeductions\n \nBalance at\nEnd of Period\n \n(In millions)\nFiscal year 2026\n \n \n \n \n \n \nAllowance for doubtful accounts\n$ \n4 \n$ \n— (1) $ \n— (1) $ \n4 \nSales return allowance\n$ \n82 \n$ \n188 (2) $ \n(100) (4) $ \n170 \nDeferred tax valuation allowance\n$ \n1,610 \n$ \n31 (3) $ \n(873) (3) $ \n768 \nFiscal year 2025\n \n \n \n \n \n \nAllowance for doubtful accounts\n$ \n4 \n$ \n— (1) $ \n— (1) $ \n4 \nSales return allowance\n$ \n109 \n$ \n151 (2) $ \n(178) (4) $ \n82 \nDeferred tax valuation allowance\n$ \n1,552 \n$ \n58 (3) $ \n— (3) $ \n1,610 \nFiscal year 2024\n \n \n \n \n \nAllowance for doubtful accounts\n$ \n4 \n$ \n— (1) $ \n— (1) $ \n4 \nSales return allowance\n$ \n26 \n$ \n213 (2) $ \n(130) (4) $ \n109 \nDeferred tax valuation allowance\n$ \n1,484 \n$ \n162 (3) $ \n(94) (3) $ \n1,552 \n(1)\nAdditions represent either expense or acquired balances and deductions represent write-offs.\n(2)\nAdditions represent estimated product returns charged as a reduction to revenue or an acquired balance.\n(3)\nAdditional valuation allowance on deferred tax assets not likely to be realized. Additions represent additional valuation allowance on certain state and \nother deferred tax assets. Deductions mainly represent the release of valuation allowance on certain state deferred tax assets. Refer to Note 13 of the \nNotes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.\n(4)\nRepresents sales returns.\n81\n\nExhibit Index\nIncorporated by \nReference\nExhibit \nNo.\nExhibit Description\nSchedule/\nForm\nExhibit\nFiling Date\n3.1\nRestated Certificate of Incorporation\n10-K\n3.1\n3/18/2022\n3.2\nAmendment to Restated Certificate of Incorporation of \nNVIDIA Corporation\n8-K\n3.1\n6/6/2022\n3.3\nAmendment to Restated Certificate of Incorporation of \nNVIDIA Corporation\n8-K\n3.1\n6/7/2024\n3.4\nBylaws of NVIDIA Corporation, Amended and Restated as of \nMarch 12, 2024\n8-K\n3.1\n3/14/2024\n4.1\nReference is made to Exhibits 3.1, 3.2, 3.3 and 3.4\n4.2\nSpecimen Stock Certificate\nS-1/A\n4.2\n4/24/1998\n4.3\nIndenture, dated as of September 16, 2016, by and between \nthe Company and Computershare Trust Company, N.A., as \nsuccessor to Wells Fargo Bank, National Association, as \nTrustee\n8-K\n4.1\n9/16/2016\n4.4\nOfficers’ Certificate, dated as of September 16, 2016\n8-K\n4.2\n9/16/2016\n4.5\nForm of 2026 Note\n8-K\nAnnex B-1 to \nExhibit 4.2\n9/16/2016\n4.6\nDescription of Securities\n10-K \n4.6 \n2/26/2025\n4.7\nOfficers’ Certificate, dated as of March 31, 2020\n8-K\n4.2\n3/31/2020\n4.8\nForm of 2030 Note\n8-K\nAnnex A-1 to \nExhibit 4.2\n3/31/2020\n4.9\nForm of 2040 Note\n8-K\nAnnex B-1 to \nExhibit 4.2\n3/31/2020\n4.10\nForm of 2050 Note\n8-K\nAnnex C-1 to \nExhibit 4.2\n3/31/2020\n4.11\nForm of 2060 Note\n8-K\nAnnex D-1 to \nExhibit 4.2\n3/31/2020\n4.12\nOfficers' Certificate, dated as of June 16, 2021\n8-K\n4.2\n6/16/2021\n4.13\nForm of 2028 Note\n8-K\nAnnex C-1 to \nExhibit 4.2\n6/16/2021\n4.14\nForm of 2031 Note\n8-K\nAnnex D-1 to \nExhibit 4.2\n6/16/2021\n10.1\nForm of Indemnity Agreement between NVIDIA Corporation \nand each of its directors and officers\n8-K\n10.1\n3/7/2006\n10.2+\nAmended and Restated 2007 Equity Incentive Plan\n10-Q\n10.1\n8/28/2024\n10.3+\nAmended and Restated 2007 Equity Incentive Plan - Non-\nEmployee Director Deferred Restricted Stock Unit Grant \nNotice and Deferred Restricted Stock Unit Agreement (2016)\n10-K\n10.26\n3/12/2015\n10.4+\nAmended and Restated 2007 Equity Incentive Plan - Non-\nEmployee Director Restricted Stock Unit Grant Notice and \nRestricted Stock Unit Agreement (2016)\n10-K\n10.27\n3/12/2015\n10.5+\nAmended and Restated 2007 Equity Incentive Plan - Global \nPerformance-Based Restricted Stock Unit Grant Notice and \nPerformance-Based Restricted Stock Unit Agreement (2019)\n8-K\n10.1\n3/11/2019\n10.6+\nAmended and Restated 2007 Equity Incentive Plan – Global \nRestricted Stock Unit Grant Notice and Global Restricted \nStock Unit Agreement (2021)\n10-Q\n10.2\n5/26/2021\n10.7+\nAmended and Restated 2007 Equity Incentive Plan – Global \nRestricted Stock Unit Grant Notice and Global Restricted \nStock Unit Agreement (2022)\n10-K\n10.16\n3/18/2022\n10.8+\nAmended and Restated 2007 Equity Incentive Plan – Global \nRestricted Stock Unit Grant Notice and Global Restricted \nStock Unit Agreement (2023)\n10-K\n10.14\n2/24/2023\n10.9+\nAmended and Restated 2007 Equity Incentive Plan – Global \nRestricted Stock Unit Grant Notice and Global Restricted \nStock Unit Agreement (2024) (version 1)\n10-Q\n10.2\n5/29/2024\n82", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 17 - Leases", - "metadata": { - "length": 7314, - "summary": "This section details NVIDIA's lease obligations, primarily operating leases for offices and data centers. It presents a table of future minimum non-cancelable lease payments by fiscal year, totaling $3,624 million, which is adjusted for imputed interest to determine the present value of net future minimum lease payments ($2,944 million). 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Global \nRestricted Stock Unit Grant Notice and Global Restricted \nStock Unit Agreement (2025)\n10-K\n10.13\n2/26/2025\n10.13+\nAmended and Restated 2007 Equity Incentive Plan - Global \nPerformance-Based Restricted Stock Unit Grant Notice and \nPerformance-Based Restricted Stock Unit Agreement (2025)\n10-K\n10.14\n2/26/2025\n10.14+\nAmended and Restated 2007 Equity Incentive Plan - Non-\nEmployee Director Deferred Restricted Stock Unit Grant \nNotice and Deferred Restricted Stock Unit Agreement (2025) \n10-Q \n10.1\n8/27/2025\n10.15+\nAmended and Restated 2007 Equity Incentive Plan - Non-\nEmployee Director Restricted Stock Unit Grant Notice and \nRestricted Stock Unit Agreement (2025) \n10-Q\n10.2\n8/27/2025\n10.16+\nAmended and Restated 2012 Employee Stock Purchase Plan\n10-K\n10.15\n2/26/2025\n10.17+\nVariable Compensation Plan - Fiscal Year 2025\n8-K\n10.1\n3/14/2024\n10.18+\nVariable Compensation Plan - Fiscal Year 2026 \n8-K\n10.1\n3/7/2025\n19.1*\nNVIDIA Corporation Insider Trading Policy\n21.1*\nSubsidiaries of Registrant\n23.1*\nConsent of PricewaterhouseCoopers LLP\n24.1*\nPower of Attorney (included in signature page)\n31.1*\nCertification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of \n1934\n31.2*\nCertification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of \n1934\n32.1#*\nCertification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of \n1934\n32.2#*\nCertification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of \n1934\n97.1+\nCompensation Recovery Policy, as amended and restated \nNovember 30, 2023\n10-K\n97.1\n2/21/2024\n101.INS*\nXBRL Instance Document\n101.SCH*\nXBRL Taxonomy Extension Schema Document\n101.CAL*\nXBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF*\nXBRL Taxonomy Extension Definition Linkbase Document\n101.LAB*\nXBRL Taxonomy Extension Labels Linkbase Document\n101.PRE*\nXBRL Taxonomy Extension Presentation Linkbase Document\n104\nCover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive \nData File because its XBRL tags are embedded within the Inline XBRL document\n*  Filed herewith.\n+  Management contract or compensatory plan or arrangement.\n#  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 \nControl Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 \nhereto 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 \ncertifications 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 \nthe registrant specifically incorporates it by reference.\n^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). \nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051\nItem 16. Form 10-K Summary\nNot Applicable.\n83", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 16. Form 10-K Summary", - "metadata": { - "length": 3712, - "summary": "This page is an index of exhibits and documents filed with the Securities and Exchange Commission (SEC), likely as part of a Form 10-K Annual Report. It lists various corporate plans, certifications, and XBRL data files, including the 'Amended and Restated 2007 Equity Incentive Plan' and the 'NVIDIA Corporation Insider Trading Policy'. The document also includes footnotes explaining filing statuses and provides contact information for Investor Relations at NVIDIA Corporation.", - "page_nums": [ - 171 - ], - "keywords": [ - "NVIDIA Corporation", - "PricewaterhouseCoopers LLP", - "Securities and Exchange Commission", - "Investor Relations", - "Santa Clara", - "CA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 171, - "artifact_ref": "page_citation_assets/page-171.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1188, - "height": 1548 - } - ] - } - }, - { - "chunk_id": "node_2342a88e-0e6d-5047-942d-66e05d4ca8ba", - "type": "page", - "content": "Signatures\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly \ncaused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2026.\nNVIDIA Corporation\nBy:\n/s/ Jen-Hsun Huang \n \nJen-Hsun Huang\n \nPresident and Chief Executive Officer\nPower of Attorney\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints \nJen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with \nfull power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign \nany and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection \ntherewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of \nthem, full power and authority to do and perform each and every act and thing requisite and necessary to be done in \nconnection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and \nconfirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may \nlawfully do or cause to be done by virtue hereof.\n84\n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following \npersons on behalf of the registrant and in the capacities and on the dates indicated.\nSignature\nTitle\nDate\n/s/ JEN-HSUN HUANG \nPresident, Chief Executive Officer and Director\n(Principal Executive Officer)\nFebruary 25, 2026\nJen-Hsun Huang\n \n/s/ COLETTE M. KRESS \nExecutive Vice President and Chief Financial Officer\n(Principal Financial Officer)\nFebruary 25, 2026\nColette M. Kress\n \n/s/ DONALD ROBERTSON\nVice President and Chief Accounting Officer\n(Principal Accounting Officer)\nFebruary 25, 2026\nDonald Robertson\n/s/ TENCH COXE\nDirector\nFebruary 25, 2026\nTench Coxe \n \n/s/ JOHN O. DABIRI\nDirector\nFebruary 25, 2026\nJohn O. Dabiri\n \n/s/ DAWN HUDSON\nDirector\nFebruary 25, 2026\nDawn Hudson\n/s/ HARVEY C. JONES \nDirector\nFebruary 25, 2026\nHarvey C. Jones\n \n/s/ MELISSA B. LORA\nDirector\nFebruary 25, 2026\nMelissa B. Lora\n/s/ STEPHEN C. NEAL\nDirector\nFebruary 25, 2026\nStephen C. Neal\n/s/ A. BROOKE SEAWELL\nDirector\nFebruary 25, 2026\nA. Brooke Seawell \n/s/ AARTI SHAH\nDirector\nFebruary 25, 2026\nAarti Shah\n/s/ MARK A. STEVENS\nDirector\nFebruary 25, 2026\nMark A. Stevens \n \n85\n\nCorporate Information\nBoard of Directors \nJensen Huang \nFounder, President, and \nChief Executive Officer \nNVIDIA Corporation \nTench Coxe \nFormer Managing Director \nSutter Hill Ventures \nJohn O. Dabiri \nCentennial Professor of Aeronautics \nand Mechanical Engineering \nCalifornia Institute of Technology \nDawn Hudson \nFormer Chief Marketing Officer \nNational Football League, \nand Former Chief Executive Officer\nPepsi-Cola North America \nHarvey C. Jones \nManaging Partner \nSquare Wave Ventures \nMelissa B. Lora \nFormer President \nTaco Bell International \nStephen C. Neal (Lead Director) \nChairman Emeritus and \nSenior Counsel \nCooley LLP \nA. Brooke Seawell \nVenture Partner \nNew Enterprise Associates \nAarti Shah \nFormer Senior Vice President and \nChief Information and Digital Officer \nEli Lilly and Company \nMark A. Stevens \nManaging Partner \nS-Cubed Capital \nFounders \nJensen Huang \nFounder, President, and \nChief Executive Officer \nChris A. Malachowsky \nFounder and NVIDIA Fellow \nExecutive Team \nColette M. Kress \nExecutive Vice President and \nChief Financial Officer \nJay Puri \nExecutive Vice President \nWorldwide Field Operations \nDebora Shoquist \nExecutive Vice President \nOperations \nTimothy S. Teter \nExecutive Vice President \nGeneral Counsel and Secretary \nIndependent Accountants\nPricewaterhouseCoopers LLP \n3155 Olsen Drive, Suite 700\nSan Jose, California 95117\nGeneral Legal Counsel \nCooley LLP \n3175 Hanover Street \nPalo Alto, California 94304 \nTransfer Agent and Registrar \nComputershare \nP.O Box 43006 \nProvidence, Rhode Island 02940\nwww.computershare.com/investor \nAnnual Meeting\nJune 24, 2026, at 09:00 a.m. PT\nOnline at: \nwww.virtualshareholder \nmeeting.com/NVDA2026\nForm 10-K\nA copy of NVIDIA’s Form 10-K filed \nwith the SEC will be made available \nto all shareholders at no charge.\nThe Form 10-K also can be accessed \nthrough the SEC website at \nwww.sec.gov, or through NVIDIA’s \nInvestor Relations website at \ninvestor.nvidia.com.\nTo receive a copy by mail, \nplease contact:\nInvestor Relations \nNVIDIA Corporation \n2788 San Tomas Expressway \nSanta Clara, California 95051 \nshareholdermeeting@nvidia.com\n\n© 2026 NVIDIA Corporation. All rights reserved. \nNVIDIA Corporation | 2788 San Tomas Expressway, Santa Clara, California 95051 | www.nvidia.com", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Signatures", - "metadata": { - "length": 4827, - "summary": "This section contains the formal signatures and a Power of Attorney for NVIDIA Corporation's report, dated February 25, 2026. It includes a signature from President and CEO Jen-Hsun Huang and a table listing all signatories (including Colette M. Kress, Donald Robertson, and several directors) with their respective titles and the date of signing.", - "page_nums": [ - 172, - 173, - 174, - 175 - ], - "keywords": [ - "NVIDIA Corporation", - "Jen-Hsun Huang", - "Colette M. Kress", - "Donald Robertson", - "Tench Coxe", - "John O. Dabiri", - "Dawn Hudson", - "Harvey C. Jones", - "Melissa B. Lora", - "Stephen C. Neal", - "A. Brooke Seawell", - "Aarti Shah", - "Mark A. 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It details the distribution of a Notice on or about May 12, 2026, for stockholders of record as of April 27, 2026, providing instructions on accessing materials and voting online or by telephone. 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It specifies that proposals must be submitted in writing or by email to NVIDIA Corporation, addressed to Secretary Timothy S. Teter, with a deadline of January 12, 2027.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Director Nominations Under Our Proxy Access Bylaw", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Director Nominations Under Our Proxy Access Bylaw", - "level": 4, - "summary": "This section outlines the requirements for stockholders to nominate directors under the company's Proxy Access Bylaw. Eligible stockholders (or groups of up to 20) must have owned at least 3% of voting power for three continuous years and can nominate up to two candidates or 20% of the board. The notice period for the 2027 Meeting is specified as between February 24, 2027, and March 26, 2027.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Other Director Nominations and Proposals", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Other Director Nominations and Proposals", - "level": 4, - "summary": "This section outlines the procedures for stockholders to nominate a director or introduce business items at the 2027 annual meeting that are not included in the proxy materials. It specifies that such nominations must be submitted in writing between February 24, 2027, and March 26, 2027. The text also details alternative notice deadlines if the meeting date is delayed or moved more than 30 days from the anniversary of the previous year's meeting.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Additional Requirements and Information", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business/Additional Requirements and Information", - "level": 4, - "summary": "This section advises stockholders to review the company's Bylaws for additional requirements regarding advance notice of proposals and director nominations. It highlights the Board's commitment to considering feedback on these processes and outlines specific engagement protocols with stockholders proposing amendments that would require disclosure of plans to nominate candidates to other public boards or information about limited partners.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Proposal 1—Election of Directors", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the 2026 Meeting/Proposal 1—Election of Directors", - "level": 3, - "summary": "This page outlines Proposal 1 for the Election of Directors, detailing voting rules and board composition. 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It details specific criteria for evaluating nominees, such as integrity, independence, financial expertise, and experience in emerging technologies. The text also discusses the Board's strategy regarding refreshment to balance continuity with new perspectives, noting that one-third of independent directors have joined since 2020. This page outlines the skills, competencies, and attributes that the Board of Directors considers important for its members, covering areas such as senior leadership, industry expertise, financial experience, governance, emerging technologies, marketing, legal compliance, and human capital management. It also details the evaluation process for stockholder nominees by the NCGC (Nominating and Corporate Governance Committee) and explains the company's voluntary proxy access policy, which allows eligible stockholders to include director candidates in the company's proxy statement. This page, titled 'Our Director Nominees', presents detailed biographies for two director nominees: Tench Coxe and John O. Dabiri. For each individual, the document lists their age, tenure as a director, committee assignments, professional background, education, and specific areas of expertise relevant to the board.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Our Director Nominees", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees", - "level": 3, - "summary": "", - "chunk_count": 8, - "children": [ - { - "title": "Other Current Public Company Boards", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/Other Current Public Company Boards", - "level": 4, - "summary": "This page is a biographical profile of Jen-Hsun Huang, the President and Chief Executive Officer of NVIDIA Corporation. It details his career history, including founding NVIDIA in 1993, his previous work at LSI Logic and Advanced Micro Devices, and his educational background from Oregon State University and Stanford University. The text also lists his numerous awards, honorary degrees, and recognitions such as being named one of TIME magazine's 100 most influential people. A section at the bottom outlines his relevant experience categories, such as Senior Leadership, Industry & Technical expertise, and Governance.", - "chunk_count": 1, - "children": [] - }, - { - "title": "DAWN HUDSON", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/DAWN HUDSON", - "level": 4, - "summary": "This document page (page 19) presents biographical summaries for two board members: Dawn Hudson and Harvey C. Jones. 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It details his role as Managing Partner of Square Wave Ventures since 2004 and outlines his extensive career as an entrepreneur and high technology executive over the past 30 years. Key highlights include co-founding Daisy Systems Corp., leading Synopsys, Inc., and co-founding Tensilica Inc. The text also notes his educational background from Georgetown University and MIT, and emphasizes his expertise in semiconductor technologies, complex system design, and innovation strategies.", - "chunk_count": 1, - "children": [] - }, - { - "title": "MELISSA B. LORA", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/MELISSA B. LORA", - "level": 4, - "summary": "This section details the professional background of Melissa B. Lora, a former President of Taco Bell International and Independent Director since 2023. It outlines her 31-year career at Taco Bell Corp., her board service with KB Home, Conagra Brands, Inc., and MGIC Investment Corporation, and her educational background from California State University-Long Beach and the University of Southern California. The section also highlights her key competencies in senior leadership, finance, governance, and brand management.", - "chunk_count": 1, - "children": [] - }, - { - "title": "STEPHEN C. NEAL", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/STEPHEN C. NEAL", - "level": 4, - "summary": "This section provides a professional biography of Stephen C. Neal, who is 77 years old and has served as an Independent Director since 2019. He currently holds the titles of Chairman Emeritus and Senior Counsel at Cooley LLP, where he previously served as Chief Executive Officer from 2001 to 2008. The text details his extensive experience as a trial lawyer in corporate governance, his past partnership at Kirkland & Ellis LLP, and his service on the board of directors for Levi Strauss & Co. (2007-2021). Additionally, it mentions his role as Chairman of the Oversight Board Trust and previous chairmanships at the William and Flora Hewlett Foundation and the Monterey Bay Aquarium. Mr. Neal holds an AB degree from Harvard University and a JD from Stanford Law School.", - "chunk_count": 1, - "children": [] - }, - { - "title": "A. BROOKE SEAWELL", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/A. BROOKE SEAWELL", - "level": 4, - "summary": "This section details the professional background and qualifications of A. Brooke Seawell, a Venture Partner at New Enterprise Associates and Independent Director since 1997. It outlines his extensive career in technology and finance, including roles at NetDynamics, Synopsys, and various board memberships (Tenable Holdings, Glu Mobile, Informatica, Tableau Software, Eargo). The text highlights his expertise in senior leadership, financial reporting, governance, and emerging technologies.", - "chunk_count": 1, - "children": [] - }, - { - "title": "AARTI SHAH", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 1—Election of Directors/Our Director Nominees/AARTI SHAH", - "level": 4, - "summary": "This section details the professional background of Aarti Shah, a 61-year-old Independent Director who has served since 2020. It highlights her tenure as Former Senior Vice President & Chief Information and Digital Officer at Eli Lilly and Company, where she worked for 27 years. The text outlines her extensive board service with organizations such as Sandoz Group AG, Northwestern Mutual, St. Jude Children's Research Hospital, and American Lebanese Syrian Associated Charities (ALSAC). Additionally, it notes her educational credentials, including a PhD in Applied Statistics from the University of California, Riverside.", - "chunk_count": 2, - "children": [] - } - ] - } - ] - }, - { - "title": "Information About the Board of Directors and Corporate Governance", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance", - "level": 2, - "summary": "", - "chunk_count": 14, - "children": [ - { - "title": "Independence of the Members of the Board of Directors", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Independence of the Members of the Board of Directors", - "level": 3, - "summary": "This section outlines the requirements for director independence under Nasdaq rules and the company's Corporate Governance Policies. It states that, with the exception of Mr. Huang, all current and Fiscal 2026 directors are considered independent. Additionally, it confirms that members of the Audit Committee (AC), Compensation Committee (CC), and Nominating and Corporate Governance Committee (NCGC) are independent. The text further identifies Mr. Seawell, Mr. Jones, and Ms. Lora as 'audit committee financial experts' in compliance with SEC rules.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Board Leadership Structure", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Board Leadership Structure", - "level": 3, - "summary": "The 'Board Leadership Structure' section details NVIDIA's governance approach, which utilizes an independent Lead Director rather than a chairperson to ensure balanced oversight. The text outlines the rationale for this structure, emphasizing the active involvement of independent directors and the separation of management and board leadership roles. It identifies Stephen C. Neal as the current Lead Director (serving since 2019) and Chairperson of the Nominating and Corporate Governance Committee (NCGC). The section further elaborates on Mr. Neal's qualifications, including his background as a trial attorney and executive experience, and lists specific duties such as setting meeting agendas, acting as a liaison between the CEO and independent directors, and presiding over meetings in the CEO's absence.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Committees of the Board of Directors", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Committees of the Board of Directors", - "level": 3, - "summary": "This page details the composition and responsibilities of the Audit Committee (AC) for the 2026 fiscal year. It lists five members, including Chairperson A. Brooke Seawell, and outlines their key duties such as overseeing financial reporting, internal audit functions, and the independent registered public accounting firm. The text also notes that the committee met four times in Fiscal 2026 to discuss topics like capitalization strategy, tax, and information security.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Compensation Committee Interlocks and Insider Participation", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Compensation Committee Interlocks and Insider Participation", - "level": 3, - "summary": "The document page details the composition and responsibilities of two corporate committees: the Compensation Committee (CC) and the Nominating and Corporate Governance Committee (NCGC). For each committee, it lists the members as of the 2026 meeting, including their chairpersons, and outlines specific agenda topics discussed during Fiscal 2026. The page further elaborates on the distinct roles and responsibilities for both committees, such as executive compensation oversight for the CC and director candidate evaluation for the NCGC. A section at the bottom describes the interlocks and insider participation within the Compensation Committee.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Role of the Board in Risk Oversight", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Role of the Board in Risk Oversight", - "level": 3, - "summary": "This page details the 'Role of the Board in Risk Oversight' for NVIDIA. It features a comprehensive table titled 'RISK OVERSIGHT AT NVIDIA' that outlines the specific risk areas overseen by the full Board of Directors and its three main committees: the Audit Committee (AC), Compensation Committee (CC), and Nominating and Corporate Governance Committee (NCGC). The document also describes the roles of Management and Internal Audit in identifying, mitigating, and assuring internal controls.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Corporate Governance", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Corporate Governance", - "level": 3, - "summary": "This section details the Company's Corporate Governance framework, focusing on Board refreshment and policies. It highlights the appointment of Ms. Nora Johnson to the Board effective July 13, 2026, following an increase in board size from ten to eleven directors. The text outlines the NCGC's role in overseeing director evaluations, orientation, continuing education, and time commitments. Additionally, it specifies Director Stock Ownership Guidelines requiring non-employee directors to hold shares worth six times their annual cash retainer (or ten times base salary for the CEO) within five years of appointment. The section concludes by noting that senior management development is overseen by the CEO and that outside advisors may be retained at the Board's discretion.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Stockholder Communications with the Board of Directors", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Communications with the Board of Directors", - "level": 3, - "summary": "This section outlines the procedure for stockholders to communicate with the Board of Directors regarding director nominations or other matters. Communications should be sent electronically to Timothy S. Teter, the Secretary, at shareholdermeeting@nvidia.com. The Secretary compiles these communications; if no specific director is named, letters are forwarded to the chairperson of the Audit Committee (AC), Compensation Committee (CC), or Nominating and Corporate Governance Committee (NCGC). The NCGC reviews all such matters to determine if they should be presented to the full Board.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Majority Vote Standard", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Majority Vote Standard", - "level": 3, - "summary": "This section outlines the 'Majority Vote Standard' for director elections as defined in the company's Bylaws. It details that in uncontested elections, directors must receive a majority of votes cast (FOR exceeding AGAINST) to be elected; otherwise, they must tender their resignation, which is then reviewed by the Nominating and Corporate Governance Committee (NCGC) and the Board within 90 days. In contested elections, directors are elected by a plurality of votes. The text also clarifies that abstentions and broker non-votes count towards quorum but do not affect the vote outcome.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Stockholder Special Meeting Right", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Stockholder Special Meeting Right", - "level": 3, - "summary": "The section details an amendment to the company's Bylaws in 2024, granting stockholders owning at least 15% of shares (held continuously for one year) the right to request a special meeting. It notes that requesters must meet specific disclosure and timing requirements to ensure adequate information is provided.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Board Meeting Information", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Board Meeting Information", - "level": 3, - "summary": "This section details the Board's meeting schedule and attendance for Fiscal 2026. It states that the Board met five times to discuss strategic direction, business opportunities, and product roadmaps. It also outlines the expectation for full attendance by Board members at all meetings of the Board and their respective committees, noting that each member attended 75% or more of applicable meetings during the fiscal year.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Corporate Sustainability", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Corporate Sustainability", - "level": 3, - "summary": "The section outlines NVIDIA's commitment to Corporate Sustainability (CS), emphasizing the integration of environmental stewardship, social responsibility, and governance into its business strategy. It details the oversight structure where the full Board holds ultimate responsibility, while specific committees like the NCGC and CSSC manage sustainability policies, risks, and strategies. The CS team reports semiannually to the NCGC and annually to the Board. Additionally, it highlights climate achievements in Fiscal 2025 (100% renewable energy usage) and new emission reduction targets for Fiscal 2030 validated by the Science Based Targets Initiative.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Public Policy Engagement and Accountability", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Information About the Board of Directors and Corporate Governance/Public Policy Engagement and Accountability", - "level": 3, - "summary": "This section outlines the company's public policy engagement and accountability measures. It states that the NCGC oversees these activities, which are conducted to advance the long-term interests of the Company and its stockholders. The text notes that U.S. federal lobbying activities are disclosed quarterly and publicly reported, the company belongs to trade associations worldwide, and management reports to the NCGC regarding policies and expenditures related to government relations.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Director Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Director Compensation", - "level": 2, - "summary": "This section details NVIDIA's non-employee director compensation program, including the 2025 Program structure ($85,000 annual cash retainer and $255,000 equity retainer), provisions for new directors, deferred compensation options, and other benefits. It also presents a table of Director Compensation for Fiscal 2026, listing fees earned, stock awards, and total compensation for each director, along with a table showing the aggregate number of unvested RSUs held by each director as of January 25, 2026.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Review of Transactions with Related Persons", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Review of Transactions with Related Persons", - "level": 2, - "summary": "This page details the company's policy on reviewing transactions with related persons, including employees, officers, and directors. It discloses that Jen-Hsun Huang's daughter and son, as well as Dr. Shah's son, are employed by the company, and lists their total compensation for Fiscal 2026. Additionally, it describes an agreement between the Jen-Hsun and Lori Huang Foundation and CoreWeave, Inc., regarding GPU compute time donations, and outlines indemnification agreements for executive officers and directors.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Security Ownership of Certain Beneficial Owners and Management", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Security Ownership of Certain Beneficial Owners and Management", - "level": 2, - "summary": "This section details the security ownership of certain beneficial owners and management as of March 23, 2026. It includes a table listing shares owned by Named Executive Officers (NEOs), directors, and major stockholders like BlackRock, Inc. and Vanguard Capital Management. The data covers shares owned directly, shares issuable within 60 days, total beneficially owned shares, and the corresponding percentage of the outstanding common stock.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Proposal 2—Advisory Approval of Executive Compensation Executive Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation", - "level": 2, - "summary": "", - "chunk_count": 42, - "children": [ - { - "title": "Compensation Discussion and Analysis", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis", - "level": 3, - "summary": "", - "chunk_count": 28, - "children": [ - { - "title": "Fiscal 2026 Executive Compensation Summary", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary", - "level": 4, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "Continued Focus on Pay for Performance", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Continued Focus on Pay for Performance", - "level": 5, - "summary": "This section outlines NVIDIA's Fiscal 2026 executive compensation philosophy, emphasizing a 'pay for performance' model where the majority of target pay is tied to corporate results. It details that NEOs' total target pay consists heavily of equity awards, specifically SY PSUs (based on Non-GAAP Operating Income), MY PSUs (based on TSR relative to S&P 500), and RSUs. The text also notes that NEOs were eligible for variable cash awards based on annual revenue.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Executive Pay Heavily Weighted Towards Equity Awards", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Executive Pay Heavily Weighted Towards Equity Awards", - "level": 5, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "CEO Fiscal 2026 Target Pay Mix (1)", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Executive Pay Heavily Weighted Towards Equity Awards/CEO Fiscal 2026 Target Pay Mix (1)", - "level": 6, - "summary": "The section titled 'CEO Fiscal 2026 Target Pay Mix (1)' presents a horizontal bar chart detailing the composition of the CEO's total target pay for Fiscal 2026. The pay mix is broken down into four components: SY PSUs (44%), MY PSUs (44%), Variable Cash (8%), and Base Salary (4%).", - "chunk_count": 1, - "children": [] - }, - { - "title": "Other NEO Fiscal 2026 Target Pay Mix (1)(2)", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Executive Pay Heavily Weighted Towards Equity Awards/Other NEO Fiscal 2026 Target Pay Mix (1)(2)", - "level": 6, - "summary": "This section presents a bar chart titled 'Other NEO Fiscal 2026 Target Pay Mix (1)(2)', illustrating the average total target pay composition for Non-Executive Officers (NEOs) other than the CEO. The mix is broken down into five components: SY PSUs (23%), MY PSUs (23%), RSUs (46%), Variable Cash (6%), and Base Salary (2%). Footnotes clarify that this data is based on total target pay approved by the Compensation Committee, assuming achievement of performance goals.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Key NEO Compensation Actions for Fiscal 2026", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Key NEO Compensation Actions for Fiscal 2026", - "level": 5, - "summary": "This section outlines the key compensation actions for Fiscal 2026, highlighting that cash compensation remained constant compared to Fiscal 2025. It details an increase in target equity opportunities for all NEOs to recognize their roles and responsibilities, as well as a continued increased rigor of performance goals set in line with record Fiscal 2025 results.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Record Performance Resulting in Maximum Payouts", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Executive Compensation Summary/Record Performance Resulting in Maximum Payouts", - "level": 5, - "summary": "This section details the record performance achieved by NVIDIA in Fiscal 2026, which resulted in maximum payouts for executives. It presents a table comparing Stretch Compensation Plan Goals against actual Performance Achievements for Fiscal 2026 Revenue ($160.0 billion goal vs $215.9 billion), Non-GAAP Operating Income ($96.0 billion goal vs $137.3 billion), and 3-Year TSR Relative to S&P 500 (75th percentile goal vs 100th percentile). Footnotes explain adjustments to revenue and income goals due to export controls on H20 products and define the TSR calculation method. The text concludes that because these achievements exceeded stretch goals, NEOs earned maximum payouts for their Variable Cash Plan, SY PSUs, and MY PSUs.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Our Compensation Philosophy and Practices", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Our Compensation Philosophy and Practices", - "level": 4, - "summary": "This section outlines NVIDIA's compensation philosophy and practices, emphasizing a 'pay for performance' approach to attract and retain top talent while aligning with stockholder interests. Key guiding principles include Pay for Performance, Competitive Pay, Stockholder Alignment, and Simplicity and Transparency. The text defines total target pay components (base salary, variable cash opportunity, and equity opportunity) and details specific executive compensation practices through two lists: 'What We Do' (e.g., using annual/multi-year targets, requiring continuous service for vesting, maintaining stock ownership) and 'What We Don't Do' (e.g., no special change-in-control benefits, no tax gross-ups, no hedging of stock).", - "chunk_count": 1, - "children": [] - }, - { - "title": "How We Determine Executive Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation", - "level": 4, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "Roles of the Compensation Committee, Compensation Consultant, and Management", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Roles of the Compensation Committee, Compensation Consultant, and Management", - "level": 5, - "summary": "This section outlines the roles of the Compensation Committee (CC), the independent compensation consultant Semler Brossy, and management in determining Fiscal 2026 executive compensation. It details the conflict of interest analysis performed regarding Semler Brossy's engagement, confirming no conflicts existed. The text describes the collaborative process where the CC reviews decisions with input from Mr. Huang and Semler Brossy, utilizing peer group data and market surveys to inform recommendations for NEO compensation and performance goals.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Peer Companies and Market Compensation Data", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Peer Companies and Market Compensation Data", - "level": 5, - "summary": "This page details the process for determining executive compensation for Fiscal 2026, outlining a timeline from December 2024 to May 2026 involving the Compensation Committee (CC) and management. It describes the roles of the CC, the independent consultant Semler Brossy, and management in setting goals and approving pay, while also confirming that no conflicts of interest existed with the consultant. The document concludes by defining the criteria for peer companies and listing the specific 'Fiscal 2026 Peer Group' used for market data comparison.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Factors Used in Determining Executive Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Factors Used in Determining Executive Compensation", - "level": 5, - "summary": "This section outlines the specific factors considered by the Compensation Committee (CC) when determining executive compensation for Fiscal 2026. In addition to peer data, the CC evaluates criteria such as the need to attract and retain talent in a competitive industry, stockholder feedback, internal pay equity, individual NEO performance and contributions, financial performance, business complexity, and total compensation cost structure.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Fiscal 2026 Compensation Actions and Achievements", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Fiscal 2026 Compensation Actions and Achievements", - "level": 5, - "summary": "This section details the methodology for determining Fiscal 2026 executive compensation. It includes a comparison of NVIDIA's revenue and market capitalization against peer group percentiles (75th, median, 25th) based on trailing 12-month revenue and market cap as of November 2024. The text describes how Mr. Huang and the Compensation Committee (CC) utilized data from the Radford Survey and proxy filings to set pay for NEOs other than the CEO. Finally, it lists the specific factors considered in making compensation decisions, such as talent retention, stockholder feedback, financial performance, internal equity, and the scope of responsibilities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Stockholder Outreach and Feedback", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/How We Determine Executive Compensation/Stockholder Outreach and Feedback", - "level": 5, - "summary": "The section titled 'Stockholder Outreach and Feedback' describes the company's annual outreach program conducted in Fall 2024 to gather feedback on executive compensation decisions for Fiscal 2026. Management and the Board met with top institutional stockholders representing 31% of shares, including those holding 30%, to discuss topics such as pay-performance linkage, multi-year performance goals, and long equity vesting terms. Stockholders provided positive feedback on these areas.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Total Target Compensation Approach", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Total Target Compensation Approach", - "level": 4, - "summary": "This section outlines the methodology used by the Compensation Committee (CC) to determine Fiscal 2026 total target compensation for Named Executive Officers (NEOs). The CC reviewed individual pay elements and compared Mr. Huang's compensation against peer chief executives, while other NEOs were benchmarked against similarly situated executives using data from the Radford Survey. The process involved considering internal equity, unvested equity levels, role complexity, and specific compensation objectives rather than applying a rigid formula.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Components of Pay", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay", - "level": 4, - "summary": "This section outlines the primary components of NVIDIA's Fiscal 2026 executive compensation program. It features a detailed table categorizing pay into 'Fixed Compensation' (Base Salary) and 'At-Risk Compensation' (Variable Cash, SY PSUs, MY PSUs, and RSUs). The table specifies the form of payment, recipient eligibility, performance measures, timeframes, vesting terms, purpose, and maximum earnable amounts for each component.", - "chunk_count": 4, - "children": [ - { - "title": "Pay Mix Considerations", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Pay Mix Considerations", - "level": 5, - "summary": "The section outlines the compensation strategy for Fiscal 2026, where the Compensation Committee (CC) decided to maintain cash compensation levels from Fiscal 2025 while emphasizing at-risk equity. For CEO Mr. Huang, 100% of equity grants are performance-based, split evenly between Short-Year (SY) and Multi-Year (MY) Performance Share Units (PSUs). Other NEOs receive a proportional mix of 50% Restricted Stock Units (RSUs) and 50% PSUs (evenly split between SY and MY), designed to balance short- and long-term performance incentives.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Setting Executive Compensation Values", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Setting Executive Compensation Values", - "level": 5, - "summary": "This section outlines the Compensation Committee's decisions regarding total target pay for Fiscal 2026. It details a $3.5 million (11%) increase to Mr. Huang's target pay, bringing it to $35.5 million in equity, and an alignment of other NEOs' target pay to $16 million each through increases ranging from $1 million to $2.5 million.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Determining Equity Award Amounts", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Components of Pay/Determining Equity Award Amounts", - "level": 5, - "summary": "This section details the methodology for determining the actual number of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) awarded to NEOs. It explains that the Compensation Committee (CC) divided the target equity value by a 30-day trailing average stock price to smooth market volatility. The text further outlines specific vesting conditions and payout caps: SY PSUs are tied to Non-GAAP Operating Income with caps at 150% for Mr. Huang and 200% for other NEOs, while MY PSUs are based on 3-Year Relative TSR with similar caps. Additionally, it notes that Mr. Huang's total upside potential is capped at 150% due to his performance-based mix, whereas other NEOs have RSUs providing additional upside.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Performance Metrics and Goals for Executive Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Performance Metrics and Goals for Executive Compensation", - "level": 4, - "summary": "This page details the performance metrics and goals established by the Compensation Committee (CC) for executive compensation in Fiscal 2026. It explains how regulatory actions, specifically export control restrictions on H20 products to China, led to automatic adjustments of revenue and operating income stretch goals from $190 billion/$120 billion down to $160 billion/$96 billion. The document includes two tables outlining specific targets for the Variable Cash Plan, SY PSUs, and MY PSUs across Threshold, Base, and Stretch levels.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Fiscal 2026 Performance Achievement", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Performance Achievement", - "level": 4, - "summary": "This section details the Fiscal 2026 performance achievement, noting record results across market platforms driven by Blackwell architecture and Data Center demand. It states that revenue and Non-GAAP Operating Income exceeded Stretch Compensation Plan goals, as did the 3-year TSR relative to the S&P 500. A table titled 'Performance Achievement and Payouts' outlines specific metrics for the Variable Cash Plan ($215.9 billion revenue), SY PSUs ($137.3 billion Non-GAAP Operating Income), and MY PSUs (100th percentile 3-year TSR). The section also lists payout percentages for the CEO and Other NEOs, along with footnotes explaining the financial measures and vesting schedules.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Fiscal 2026 Target Compensation Actions and Performance-Based Payouts", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts", - "level": 4, - "summary": "This section outlines the Company's target Fiscal 2026 compensation actions for Named Executive Officers (NEOs). It details how the Compensation Committee (CC) determined total target pay opportunities based on factors used in executive compensation decisions. The text explains that the intended values of target equity opportunities are calculated using the number of shares underlying awards granted in Fiscal 2026, assuming Base Compensation Plan achievement, and multiplied by the 30-day trailing average closing stock price. It also clarifies that these values differ from those reported in the Summary Compensation Table due to SEC rules regarding ASC 718 grant date fair value.", - "chunk_count": 4, - "children": [ - { - "title": "Jen-Hsun Huang", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts/Jen-Hsun Huang", - "level": 5, - "summary": "The section details the Fiscal 2026 compensation for Jen-Hsun Huang, President & CEO. It outlines his target pay of $35,500,000, broken down into cash ($4,500,000) and equity ($31,000,000). The table specifies that his base salary and variable cash components remain flat with Fiscal 2025 levels. However, his performance-based payouts resulted in significant increases: a 200% payout on the Variable Cash Plan due to revenue exceeding goals, and 150% vesting opportunities for both SY PSUs and MY PSUs based on Non-GAAP Operating Income and Relative TSR metrics.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Colette M. Kress", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts/Colette M. Kress", - "level": 5, - "summary": "The section details the Fiscal 2026 compensation plan for Colette M. Kress, EVP & CFO. It outlines her target pay components including a base salary of $900,000 and variable cash of $300,000. The table specifies that fiscal 2026 revenue exceeded goals, resulting in a 200% payout for the Variable Cash Plan ($600,000). Additionally, it lists equity awards such as SY PSUs, MY PSUs, and RSUs with their respective target values and performance conditions related to Non-GAAP Operating Income and Relative TSR.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Ajay K. Puri", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Fiscal 2026 Target Compensation Actions and Performance-Based Payouts/Ajay K. Puri", - "level": 5, - "summary": "This section details the Fiscal 2026 compensation plan for Ajay K. Puri, EVP of Worldwide Field Operations. It outlines his target pay components, including a base salary of $950,000 and variable cash of $650,000, totaling $1,600,000 in cash compensation. The table also specifies equity awards (SY PSUs, MY PSUs, RSUs) with a total target value of $14,400,000, bringing his total target pay to $16,000,000. Performance-based payouts are described, noting that revenue exceeded stretch goals resulting in a 200% payout for variable cash, and Non-GAAP Operating Income targets were met for SY PSUs.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Additional Executive Compensation Practices, Policies, and Procedures", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures", - "level": 4, - "summary": "", - "chunk_count": 6, - "children": [ - { - "title": "Other Compensation and Benefits", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Other Compensation and Benefits", - "level": 5, - "summary": "The page details the Fiscal 2026 compensation packages for two executives: Debora Shoquist (EVP, Operations) and Timothy S. Teter (EVP, General Counsel & Secretary). Both have identical target pay structures totaling $16,000,000, with specific breakdowns for base salary, variable cash, and equity components like PSUs and RSUs. The document also outlines additional executive compensation practices, specifically focusing on security arrangements and private aircraft usage provided to Mr. Huang.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Equity Grant Timing Practices", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Equity Grant Timing Practices", - "level": 5, - "summary": "The section outlines the timing practices for equity grants, noting that the Compensation Committee (CC) typically approves annual awards in March following executive compensation reviews. It states that while discretionary grants may occur for new hires or promotions, the company does not time grants based on material non-public information.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Stock Ownership Guidelines", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Stock Ownership Guidelines", - "level": 5, - "summary": "The section outlines the Board's belief that executive officers should hold a meaningful equity interest in NVIDIA. It details ownership guidelines effective since June 2024, requiring the CEO to hold shares valued at ten times their base salary and other NEOs to hold shares valued at three times their respective base salaries. The guidelines include shares held in trust or by immediate family members but exclude unvested awards. NEOs have up to five years from appointment to reach these thresholds.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Compensation Recovery Policy", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Compensation Recovery Policy", - "level": 5, - "summary": "The section outlines the Compensation Recovery Policy, which has been maintained since 2009 and amended in 2023 to comply with Nasdaq listing standards. The policy requires the Company to recover certain incentive compensation from current or former executive officers if financial statements are restated and the compensation exceeds what would have been received based on the restated figures.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Tax and Accounting Implications", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Tax and Accounting Implications", - "level": 5, - "summary": "This section outlines the tax and accounting implications of executive compensation. It explains that under Section 162(m) of the Internal Revenue Code, compensation exceeding $1 million for covered employees is generally non-deductible, though the Compensation Committee (CC) retains flexibility to provide such compensation if consistent with company goals. The CC also considers Section 409A of the Internal Revenue Code to avoid adverse tax consequences. Additionally, it states that under ASC 718, the Company records share-based compensation expense over the vesting period.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Reconciliation of Non-GAAP Financial Measures", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Discussion and Analysis/Additional Executive Compensation Practices, Policies, and Procedures/Reconciliation of Non-GAAP Financial Measures", - "level": 5, - "summary": "This section provides a reconciliation table between GAAP operating income and non-GAAP operating income for Fiscal 2026 and Fiscal 2025 (in millions). The table details adjustments made to GAAP operating income, including stock-based compensation expense, acquisition-related and other costs, and other items, to arrive at the final Non-GAAP Operating Income. It also includes a disclaimer stating that these non-GAAP measures are intended to enhance understanding of historical financial performance but should not be considered in isolation or as a substitute for GAAP results.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Compensation Committee Report", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Compensation Committee Report", - "level": 3, - "summary": "The Compensation Committee Report outlines the oversight responsibilities of the Compensation Committee of NVIDIA's Board of Directors regarding compensation programs. It details the committee's review and discussion with management, leading to a recommendation for inclusion in the Annual Report on Form 10-K and the proxy statement for the year ended January 25, 2026. The section concludes by listing the members of the Compensation Committee.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Risk Analysis of Our Compensation Plans", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Risk Analysis of Our Compensation Plans", - "level": 3, - "summary": "This section details the Compensation Committee's (CC) assessment of NVIDIA's Fiscal 2026 compensation programs to identify potential material risks. The review focused on variable cash, equity, and sales incentive plans, concluding that they do not create risks likely to have a material adverse effect on the business. The text lists specific design features intended to mitigate risk, including balanced incentives, performance-based payouts with caps, internal controls over financial reporting, recovery policies for accounting restatements, multi-year vesting, stock ownership guidelines, and prohibitions against hedging or pledging company stock.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Summary Compensation Table for Fiscal 2026, 2025, and 2024", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Summary Compensation Table for Fiscal 2026, 2025, and 2024", - "level": 3, - "summary": "This page presents the Summary Compensation Table for Fiscal 2026, 2025, and 2024, detailing the compensation earned by the company's Named Executive Officers (NEOs). The table lists five executives—Jen-Hsun Huang, Colette M. Kress, Ajay K. Puri, Debora Shoquist, and Timothy S. Teter—and breaks down their earnings into Salary, Stock Awards, Non-Equity Incentive Plan Compensation, All Other Compensation, and Total Compensation for each of the three fiscal years. A secondary table below provides specific values for SY PSU and MY PSU awards for each executive across the same period.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Grants of Plan-Based Awards for Fiscal 2026", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Grants of Plan-Based Awards for Fiscal 2026", - "level": 3, - "summary": "The page displays a table titled 'Grants of Plan-Based Awards for Fiscal 2026', detailing equity and cash awards granted to five Named Executive Officers (NEOs). The table lists specific award types including SY PSU, MY PSU, RSU, and Variable Cash Plan, along with grant dates. It provides estimated possible payouts under non-equity incentive plans and estimated future payouts under equity incentive plans, categorized by threshold, target, and maximum values. Additionally, it shows the number of shares or units granted and the aggregate grant date fair value of stock awards.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Outstanding Equity Awards as of January 25, 2026", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Outstanding Equity Awards as of January 25, 2026", - "level": 3, - "summary": "This page presents a table titled 'Outstanding Equity Awards as of January 25, 2026', detailing the stock awards held by five Named Executive Officers (NEOs). The table lists specific data for Jen-Hsun Huang, Colette M. Kress, Ajay K. Puri, Debora Shoquist, and Timothy S. Teter, including the number of unvested stock units and their market values, as well as details on equity incentive plan awards. Footnotes at the bottom explain the calculation methods for market value and the vesting schedules for performance-based units.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Option Exercises and Stock Vested in Fiscal 2026", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Option Exercises and Stock Vested in Fiscal 2026", - "level": 3, - "summary": "This section presents a table titled 'Stock Awards' detailing the number of shares acquired on vesting and the value realized on vesting for five Named Executive Officers (NEOs) during Fiscal 2026. The text notes that there were no stock options outstanding since the end of Fiscal 2024. Footnotes clarify that the share counts represent gross amounts before tax withholding, while the values are based on the fair market value reported by Nasdaq.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Employment, Severance, and Change-in-Control Arrangements", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Employment, Severance, and Change-in-Control Arrangements", - "level": 3, - "summary": "This section outlines the company's employment and severance policies. It states that executive officers are 'at-will' employees without specific employment, severance, or change-in-control agreements. Additionally, it details the provisions of the 2007 Plan regarding corporate transactions or changes in control, explaining how outstanding stock awards may be assumed, continued, substituted, or accelerated/terminated depending on whether the surviving corporation assumes them.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Potential Payments Upon Termination or Change-in-Control", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Potential Payments Upon Termination or Change-in-Control", - "level": 3, - "summary": "This section details the potential payments to Named Executive Officers (NEOs) upon a change-in-control or termination. It includes a table estimating the total benefit each NEO would receive if unvested RSUs and PSUs held as of January 25, 2026, fully vested based on NVIDIA's closing stock price of $187.67. The section also provides two supplementary tables showing the actual achievement versus base compensation plan performance for SY PSUs granted in Fiscal 2026 and MY PSUs granted in Fiscal 2024.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Pay Ratio", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Ratio", - "level": 3, - "summary": "The 'Pay Ratio' section details the methodology for calculating the ratio of the CEO's annual total compensation to the median annual total compensation of all employees (excluding the CEO), in compliance with Item 402(c)(2)(x) of Regulation S-K. It explains that due to no significant changes in employee population or compensation arrangements since Fiscal 2024, the company used the Fiscal 2024 median employee for its Fiscal 2026 calculation. The median employee was identified using a consistently applied compensation measure as of January 28, 2024, which included target base salary, variable cash earned, and the fair value of equity awards.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Pay Versus Performance", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance", - "level": 3, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "Reconciliation of Summary Compensation Table Total Compensation for CEO to CAP", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Total Compensation for CEO to CAP", - "level": 4, - "summary": "This page details NVIDIA's executive compensation for Fiscal 2026, highlighting a CEO-to-median employee pay ratio of 129:1. It includes a 'Pay Versus Performance' section explaining the company's compensation philosophy and two data tables summarizing financial metrics and compensation figures from Fiscal 2022 to 2026. The first table compares CEO and non-CEO NEO compensation against shareholder returns and operating income, while the second provides a reconciliation of the Summary Compensation Table total to the 'Compensation Actually Paid' (CAP) figure.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP", - "level": 4, - "summary": "The section presents a reconciliation table for Fiscal 2026 detailing the adjustments required to convert the Summary Compensation Table average total compensation for Non-CEO NEOs into the calculated Average Compensation Actually Paid (CAP). The table outlines specific equity award adjustments, including deductions for unvested awards and additions for year-end fair values, changes in value of outstanding awards, and vested awards. Footnotes explain that these calculations follow SEC methodology and ASC 718 standards.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Most Important Financial Performance Measures", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Most Important Financial Performance Measures", - "level": 4, - "summary": "This section presents an unranked list of the most important financial performance measures used to link Fiscal 2026 NEO CAP to company performance. The table lists three specific measures: Revenue, Non-GAAP Operating Income, and 3-Year TSR relative to the S&P 500.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Relationships Between Compensation Actually Paid and Financial Performance", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Relationships Between Compensation Actually Paid and Financial Performance", - "level": 4, - "summary": "This page details the relationships between Compensation Actually Paid (CAP) for Named Executive Officers (NEOs) and financial performance metrics. It features two charts: the first compares NEO CAP against Total Shareholder Return (TSR) for NVIDIA and the Nasdaq 100 Index from Fiscal 2022 to 2026, while the second compares NEO CAP against Net Income and Non-GAAP Operating Income over the same period. The data highlights significant growth in both executive compensation and company financial performance, particularly peaking in Fiscal 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 2—Advisory Approval of Executive Compensation Executive Compensation/Pay Versus Performance/Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027", - "level": 4, - "summary": "This page outlines Proposal 3 regarding the ratification of PwC as the independent registered public accounting firm for Fiscal 2027. It details voting requirements, the effect of abstentions and broker non-votes, and explains that while stockholder ratification is not required by Bylaws, it is submitted for good corporate governance. The text notes that PwC has audited the company's financial statements since 2004 and recommends a vote in favor of retaining them.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027", - "level": 2, - "summary": "", - "chunk_count": 1, - "children": [ - { - "title": "Fees Billed by the Independent Registered Public Accounting Firm", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027/Fees Billed by the Independent Registered Public Accounting Firm", - "level": 3, - "summary": "The page details fees billed by the independent registered public accounting firm, PwC, for Fiscal 2026 and Fiscal 2025. It includes a table breaking down costs into Audit Fees, Audit Related Fees, Tax Fees, and All Other Fees, with total fees amounting to $13,361,322 for 2026 and $10,002,351 for 2025. The text also outlines pre-approval policies and procedures adopted by the AC (Audit Committee) regarding these services.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Report of the Audit Committee of the Board of Directors", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors", - "level": 2, - "summary": "", - "chunk_count": 11, - "children": [ - { - "title": "Audit Committee", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Audit Committee", - "level": 3, - "summary": "This page contains the Report of the Audit Committee of the Board of Directors for NVIDIA. It outlines the committee's responsibilities regarding financial reporting, internal controls, and audit activities, including its oversight of the independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC). The report details the review process for the fiscal year 2026 financial statements and concludes with a recommendation to include them in the Annual Report on Form 10-K.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Proposal 4—Stockholder Proposal: Simple Majority Vote Standard", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard", - "level": 3, - "summary": "", - "chunk_count": 3, - "children": [ - { - "title": "Stockholder Proposal and Supporting Statement", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Stockholder Proposal and Supporting Statement", - "level": 4, - "summary": "This page details 'Proposal 4', a stockholder proposal advocating for a simple majority vote standard to replace supermajority voting provisions in the company's charter. The Board of Directors opposes this proposal and recommends shareholders vote against it. The supporting statement argues that supermajority requirements are entrenching mechanisms that negatively impact corporate governance, citing research from Harvard Law School and examples of similar proposals passing at other major corporations like Weyerhaeuser and Domino's Pizza.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Opposing Statement of the Board", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Opposing Statement of the Board", - "level": 4, - "summary": "The Board recommends a vote against Proposal 4. The section explains that the Board previously proposed the '2025 A&R Charter Proposal' to eliminate supermajority voting provisions, but it failed to receive sufficient stockholder support. Consequently, the Board believes resubmitting a similar proposal would not be an effective use of time and resources.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Recommendation of the Board", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 4—Stockholder Proposal: Simple Majority Vote Standard/Recommendation of the Board", - "level": 4, - "summary": "The section titled 'Recommendation of the Board' states that the Board recommends a vote AGAINST Proposal 4, which concerns the Simple Majority Vote Standard. The text explains that this recommendation follows the failure of the 2025 A&R Charter Proposal to receive sufficient stockholder support and notes that resubmitting similar proposals would not be an effective use of resources.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Proposal 5 – Report on Faith-Based Community Resource Groups", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 5 – Report on Faith-Based Community Resource Groups", - "level": 3, - "summary": "This section details a stockholder proposal requesting that NVIDIA's Board of Directors evaluate and report on the establishment of faith-based community resource groups (CRGs). The proponent argues that while NVIDIA supports other diversity-focused CRGs, it lacks one for religious groups despite its large, diverse workforce. The proposal cites concerns about religious discrimination and recent Supreme Court decisions to justify the request for an evaluation and risk assessment report. The Board opposes this proposal, recommending a vote against it, stating that existing policies and reporting mechanisms already adequately address issues related to religious discrimination and that the requested report is unnecessary.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Proposal 6 – Report on Respecting Workforce Civil Liberties", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 6 – Report on Respecting Workforce Civil Liberties", - "level": 3, - "summary": "This section details 'Proposal 6 – Report on Respecting Workforce Civil Liberties,' a stockholder proposal requesting an evaluation of NVIDIA's hiring and training policies regarding civil liberties. The proposal argues that current Diversity, Equity, and Inclusion (DEI) practices are divisive and legally risky, citing recent Supreme Court decisions and executive orders. It requests a report on how these policies impact employees based on race, color, religion, sex, national origin, or political views. The Board of Directors opposes the proposal, recommending a vote against it, stating that NVIDIA already complies with applicable laws and has sufficient oversight mechanisms in place.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Proposal 7 – Greenhouse Gas Emissions Disclosure", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure", - "level": 3, - "summary": "This page details Proposal 7, a stockholder proposal requesting that NVIDIA disclose greenhouse gas (GHG) emissions from the use of its sold products. The document includes a supporting statement arguing that climate change poses macroeconomic risks and that NVIDIA's current disclosures are insufficient compared to peers like AMD, Intel, Onsemi, and NXP. It cites specific data points regarding climate disasters in 2025 and forecasts for AI energy demand.", - "chunk_count": 3, - "children": [ - { - "title": "The proposal is unnecessary given NVIDIA's history of robust climate reporting and targets, and our future disclosure plans", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure/The proposal is unnecessary given NVIDIA's history of robust climate reporting and targets, and our future disclosure plans", - "level": 4, - "summary": "This section argues that the proposal is unnecessary because NVIDIA already demonstrates a strong commitment to sustainability and climate risk management. It highlights the company's detailed reporting in its 2025 Sustainability Report, which covers Scope 1, 2, and 3 emissions across eight categories, as well as product energy efficiency and climate strategy. The text notes that new targets validated by the Science Based Targets initiative (SBTi) were announced in 2025, including absolute reductions for Scope 1 and 2 and intensity reductions for Scope 3. Additionally, it mentions the publication of ISO-conformant, third-party reviewed product carbon footprints for accelerated computing products and plans to further enhance Scope 3 reporting.", - "chunk_count": 1, - "children": [] - }, - { - "title": "The proposal adopts an overly prescriptive approach to highly complex disclosures", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Report of the Audit Committee of the Board of Directors/Proposal 7 – Greenhouse Gas Emissions Disclosure/The proposal adopts an overly prescriptive approach to highly complex disclosures", - "level": 4, - "summary": "This section argues that the proposal is overly prescriptive regarding complex Scope 3 emissions disclosures. It asserts that NVIDIA's management, supported by its CS team and overseen by the NCGC, is best positioned to determine the specific content and methodology of climate disclosures due to the inherent complexity and evolving nature of the AI computing industry. The text contends that a broad prescriptive mandate fails to acknowledge these challenges and is inappropriate given NVIDIA's track record.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Stockholder Proposals", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals", - "level": 2, - "summary": "", - "chunk_count": 1, - "children": [ - { - "title": "Equity Compensation Plan Information", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Stockholder Proposals/Equity Compensation Plan Information", - "level": 3, - "summary": "The section titled 'Equity Compensation Plan Information' provides a table summarizing the number of securities issuable upon exercise of outstanding options, warrants, and rights as of January 25, 2026. It details that 192,391,765 shares are subject to equity compensation plans approved by security holders (specifically the 2007 Plan and ESPP), with no shares for plans not approved by security holders. The table also lists 3,551,257,925 securities remaining available for future issuance. Footnotes clarify that the ESPP allows purchase at a discount via payroll deductions and provide specific breakdowns of shares available under the 2007 Plan and ESPP. Additionally, the text describes share grants during Fiscal 2026, including 69,186,497 shares granted in RSUs and PSUs (broken down by NEOs, non-employee directors, and other employees) and 13,226,923 shares purchased under the ESPP.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Additional Information", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Additional Information", - "level": 2, - "summary": "", - "chunk_count": 3, - "children": [ - { - "title": "Delinquent Section 16(a) Reports", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Additional Information/Delinquent Section 16(a) Reports", - "level": 3, - "summary": "This section explains that Section 16(a) of the Exchange Act requires executive officers, directors, and beneficial owners of more than 10% of equity securities to file reports with the SEC. It states that, based on a review of furnished forms and written representations, all such filing requirements applicable to these individuals during Fiscal 2026 were complied with.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Other Matters", - "path": "NVIDIA FY26 Annual Report.pdf/PROXY STATEMENT/Additional Information/Other Matters", - "level": 3, - "summary": "The 'Other Matters' section states that the Board is aware of no other matters to be presented for consideration at the 2026 Meeting. It further clarifies that if any other matters are properly brought before the meeting, the persons named in the accompanying proxy intend to vote on them according to their best judgment.", - "chunk_count": 2, - "children": [] - } - ] - } - ] - }, - { - "title": "Part I", - "path": "NVIDIA FY26 Annual Report.pdf/Part I", - "level": 1, - "summary": "", - "chunk_count": 56, - "children": [ - { - "title": "Item 1. Business", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. 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Business/Our Businesses", - "level": 3, - "summary": "The section titled 'Our Businesses' outlines NVIDIA's reporting structure, which is divided into two segments: Compute & Networking (covering Data Center platforms and Automotive solutions) and Graphics (covering GeForce GPUs for gaming/PCs and Quadro/NVIDIA RTX GPUs for enterprise workstations). It also introduces the company's focus on four key markets: Data Center, Gaming, Professional Visualization, and Automotive.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Our Markets", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets", - "level": 3, - "summary": "", - "chunk_count": 4, - "children": [ - { - "title": "Data Center", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Data Center", - "level": 4, - "summary": "This section describes the NVIDIA Data Center platform, which focuses on accelerating compute-intensive workloads like AI, graphics, and scientific computing. It details the infrastructure systems (GPUs, CPUs, interconnects), software stacks, and networking offerings (NVLink, InfiniBand, Ethernet) that enable hyperscale data center-scale platforms. The text also identifies key customers including cloud providers, AI model makers, enterprises, and public sector entities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Gaming", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Gaming", - "level": 4, - "summary": "The section describes the gaming market, highlighting growth drivers like eSports and game streamers. It details NVIDIA's product offerings including GeForce RTX GPUs for desktops and laptops, GeForce NOW cloud service, and SoCs for consoles. Key technologies mentioned are ray tracing, DLSS (Deep Learning Super Sampling), and Tensor Core technology. The text also notes the announcement of the Blackwell GeForce RTX 50 Series in fiscal year 2025.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Professional Visualization", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Professional Visualization", - "level": 4, - "summary": "This section describes NVIDIA's presence in the Professional Visualization market, focusing on partnerships with independent software vendors (ISVs) to optimize GPU offerings for design, engineering, and digital content creation. It highlights the role of RTX PRO GPUs and Tensor Core technology in enhancing productivity and supporting generative AI applications.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Automotive", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Our Markets/Automotive", - "level": 4, - "summary": "The section describes NVIDIA's automotive solutions, focusing on platform solutions for automated driving that span from the cloud to the car. It highlights the company's leadership in AI and its full-stack end-to-end solution for the autonomous vehicle (AV) market under the DRIVE Hyperion platform. The platform includes development infrastructure, high-performance computing hardware like the energy-efficient DRIVE AGX, and leverages long-standing relationships with hundreds of ecosystem partners.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Business Strategies", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies", - "level": 3, - "summary": "", - "chunk_count": 4, - "children": [ - { - "title": "Advancing the NVIDIA accelerated computing platform.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the NVIDIA accelerated computing platform.", - "level": 4, - "summary": "This section outlines NVIDIA's strategy to advance its accelerated computing platform by delivering performance leaps that outpace Moore's Law through innovation across architecture, chip design, and software. It highlights a full-stack approach targeting Data Center, Gaming, Professional Visualization, and Automotive markets using GPUs, CPUs, CUDA, and networking technologies. The text also details the company's leadership in AI with solutions like NVIDIA AI Enterprise (NIM, NeMo, Blueprints), an expanding ecosystem of 7.5 million developers, and initiatives like the Inception program and Deep Learning Institute.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Extending our technology and platform leadership in AI.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Extending our technology and platform leadership in AI.", - "level": 4, - "summary": "The section outlines NVIDIA's strategy to extend its leadership in AI by providing a complete, end-to-end accelerated computing platform for both training and inferencing. This includes hardware solutions like GPUs, CPUs, and DPUs, as well as the NVIDIA AI Enterprise software suite (NVIDIA NIM, NeMo, and Blueprints). The text highlights the company's expansive ecosystem, which involves over 7.5 million developers, partnerships with universities, the Inception program for startups, and the Deep Learning Institute.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Extending our technology and platform leadership in computer graphics.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Extending our technology and platform leadership in computer graphics.", - "level": 4, - "summary": "This section outlines NVIDIA's strategy to extend its leadership in computer graphics by integrating AI into the field. It highlights the application of research and development resources to enhance user experiences in consumer entertainment and professional visualization, specifically through GeForce and NVIDIA RTX platforms. The text details how these platforms leverage AI end-to-end, including Tensor Cores in RTX-class GPUs and Blackwell GPUs' advanced capabilities for accelerating AI workloads on PCs. Additionally, it mentions Omniverse as a real-time 3D design collaboration and virtual world simulation software.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Advancing the leading autonomous vehicle platform.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Business Strategies/Advancing the leading autonomous vehicle platform.", - "level": 4, - "summary": "This section outlines NVIDIA's strategy for advancing its autonomous vehicle (AV) and electric vehicle (EV) platform. It explains that the complexity of algorithms required for self-driving—such as reasoning, perception, localization, and planning—necessitates AI-based solutions using neural networks rather than legacy hand-coded approaches. The company provides a comprehensive hardware and software solution under the DRIVE brand, designed from the ground up based on automotive safety standards. This solution includes GPU-based hardware for training neural networks and re-simulating operations prior to over-the-air updates. The strategy involves partnerships with various industry players including OEMs, mobility service providers, robotaxis, tier-1 suppliers, and start-ups.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Sales and Marketing", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Sales and Marketing", - "level": 3, - "summary": "The section outlines the company's worldwide sales and marketing strategy, emphasizing a partner network that includes CSPs, OEMs, ODMs, ISVs, system integrators, and automotive suppliers. It details the role of technical staff like application engineers and solution architects in providing pre-sales assistance for AI and LLM deployments. Additionally, it describes efforts to build a software development community through developer programs, SDKs, APIs, and training provided by the Deep Learning Institute.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Seasonality", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Seasonality", - "level": 3, - "summary": "The section explains that the company's computing platforms serve diverse markets including data centers, gaming, professional visualization, and automotive. It notes that desktop gaming products typically generate stronger revenue in the second half of the fiscal year and warns that historical seasonality trends may not repeat.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Manufacturing", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Manufacturing", - "level": 3, - "summary": "The section outlines a fabless manufacturing strategy where the company partners with key suppliers for wafer fabrication, assembly, testing, and packaging. It details the use of industry-leading suppliers certified by ISO standards to manage quality and reliability while avoiding capital costs associated with owning operations. The text highlights efforts to expand supply chain redundancy beyond Asia into the U.S. and Latin America. Specific entities mentioned include TSMC and Samsung for semiconductor wafers; SK Hynix, Micron Technology, and Samsung for memory; and Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet for assembly and packaging.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Competition", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Competition", - "level": 3, - "summary": "The section titled 'Competition' describes the market for the company's products as intensely competitive, characterized by rapid technological change and evolving industry standards. It outlines principal competitive factors such as performance, product breadth, customer access, software support, API conformity, manufacturing capabilities, pricing, and total system costs. The text concludes by stating that remaining competitive depends on anticipating future customer and partner needs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Patents and Proprietary Rights", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Patents and Proprietary Rights", - "level": 3, - "summary": "The section outlines the company's strategy for protecting intellectual property (IP) through patents, trademarks, trade secrets, and licensing agreements. It notes that currently issued patents expire between March 2026 and June 2045. The text highlights risks regarding IP protection in foreign jurisdictions compared to the United States and lists factors used to assess where to seek formal protection, such as manufacturing location and commercial significance. Additionally, it mentions reliance on third-party licensed technology.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Government Regulations", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Government Regulations", - "level": 3, - "summary": "This page details the company's competitive landscape, listing major rivals in hardware, cloud services, and networking sectors such as AMD, Intel, and Microsoft. It also outlines the company's strategy for protecting intellectual property through patents and trademarks, noting expiration dates ranging from 2026 to 2045. Finally, it briefly addresses government regulations, specifically mentioning export control restrictions affecting international operations. This page details the impact of U.S. government export restrictions on a company's semiconductor business, specifically targeting China and other regions. It outlines a timeline of regulatory changes from August 2022 through May 2025, including licensing requirements for products like A100, H100, H20, and H200 chips. The text highlights significant financial consequences, such as a $4.5 billion charge in fiscal year 2026, and discusses the competitive disadvantage caused by being foreclosed from the Chinese data center market.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Human Capital Management", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Human Capital Management", - "level": 3, - "summary": "This section outlines the company's Human Capital Management strategy as of fiscal year 2026. It details a global workforce of approximately 42,000 employees across 38 countries, with a focus on recruiting and retaining top talent. Key statistics include that over 80% of the workforce holds technical roles, more than half possess advanced degrees, and the turnover rate was 3.7%. The company emphasizes employee development through training and tuition reimbursement, and aligns compensation with shareholder interests via equity participation and wellness programs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Information About Our Executive Officers", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Information About Our Executive Officers", - "level": 3, - "summary": "This section provides a table listing the names, ages, and positions of five executive officers as of February 20, 2026. It also includes a biographical summary for Jen-Hsun Huang, detailing his co-founding of NVIDIA in 1993 and his prior employment history at LSI Logic Corporation and AMD.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Available Information", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1. Business/Available Information", - "level": 3, - "summary": "This section outlines the availability of NVIDIA's annual reports (Form 10-K), quarterly reports (Form 10-Q), and current reports (Form 8-K). It states that these documents, along with amendments, are available free of charge on the company's website (http://www.nvidia.com) or through the Securities and Exchange Commission (SEC) at http://www.sec.gov.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Item 1A. Risk Factors", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors", - "level": 2, - "summary": "", - "chunk_count": 31, - "children": [ - { - "title": "Risk Factors Summary", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors Summary", - "level": 3, - "summary": "This section provides a summary of risk factors for the company. It includes subsections titled 'Risks Related to Our Industry and Markets' and 'Risks Related to Demand, Supply, and Manufacturing'. The industry risks highlight potential adverse impacts on financial results due to failure to meet evolving market needs and competition affecting market share. The manufacturing risks focus on mismatches between supply and demand caused by long lead times, uncertain capacity, and inaccurate demand estimation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Risks Related to Our Industry and Markets", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Our Industry and Markets", - "level": 3, - "summary": "This section outlines risks related to the company's industry and markets. It highlights that failure to meet evolving industry needs could adversely impact financial results, and that competition could negatively affect market share and financial performance.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Risks Related to Demand, Supply, and Manufacturing", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Demand, Supply, and Manufacturing", - "level": 3, - "summary": "This section outlines the risks related to demand, supply, and manufacturing. It highlights that long manufacturing lead times, uncertain supply and capacity availability, and inaccurate customer demand estimation can lead to mismatches between supply and demand.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Risks Related to Our Global Operating Business", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Our Global Operating Business", - "level": 3, - "summary": "This section outlines risks associated with the company's global operations, including adverse economic conditions, international sales exposure, cybersecurity threats, business disruptions, climate change impacts, and challenges in realizing investment benefits. It also highlights risks related to customer concentration, counterparty risks, employee retention, system interruptions, and stock price fluctuations due to operating results.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Risks Related to Regulatory, Legal, Our Stock, and Other Matters", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risks Related to Regulatory, Legal, Our Stock, and Other Matters", - "level": 3, - "summary": "This section outlines risks related to regulatory, legal, and corporate governance matters. It details the company's exposure to complex laws, export restrictions, scrutiny of sustainability practices, responsible AI use, intellectual property protection costs, data privacy regulations, tax liabilities, litigation, and specific provisions in governing documents and agreements with Microsoft that could affect control changes.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Risk Factors", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors", - "level": 3, - "summary": "This section outlines risks related to the company's industry, markets, demand, supply, and manufacturing. It highlights the challenges of meeting evolving customer needs in a rapidly changing technology landscape, including the need for continuous innovation, R&D investment, and ecosystem expansion. The text details risks associated with intellectual property licensing (specifically with Groq), cloud service agreements, and standalone software products like NVIDIA AI Enterprise and Omniverse. Furthermore, it addresses intense competition from other firms with larger resources and longer histories. A significant portion is dedicated to supply chain and manufacturing risks, such as long lead times, capacity constraints, inventory mismatches due to demand estimation errors, and geopolitical tensions affecting global suppliers.", - "chunk_count": 26, - "children": [ - { - "title": "Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.", - "level": 4, - "summary": "This page details the risks associated with demand estimation and supply chain dependencies for a technology company. It discusses how product transitions, incorrect demand forecasts, and volatility in cryptocurrency mining (specifically mentioning Ethereum) can impact revenue. The text also outlines the risks of relying on third-party suppliers and foundries for manufacturing, including potential failures to meet capacity, quality issues, and regulatory non-compliance.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share.", - "level": 4, - "summary": "This section outlines the risks associated with defects in the company's hardware and software products. It explains that complex product offerings may contain design, fabrication, or software bugs, which can lead to security vulnerabilities, failures, or performance issues. The text highlights that reliance on third-party partners for components and training data introduces further risks of unknown defects or bias. Consequences of these defects include significant expenses for warranty claims, repairs, recalls, inventory write-offs, and legal liabilities. Additionally, product failures can damage the company's reputation, cause loss of market share, and negatively impact financial results.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Adverse economic conditions may harm our business.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Adverse economic conditions may harm our business.", - "level": 4, - "summary": "This section outlines the risks associated with adverse economic conditions, such as recession, inflation, and supply chain disruptions. It details how these factors can lead to increased costs for wafers, components, and logistics, negatively impacting gross margins.", - "chunk_count": 1, - "children": [] - }, - { - "title": "International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.", - "level": 4, - "summary": "The section details the risks associated with the company's significant international sales and operations. It highlights that semiconductor wafers are manufactured and assembled by third parties outside the United States, with 31% of fiscal year 2026 revenue generated from sales outside the U.S., particularly in China. The text outlines various global uncertainties and risks, including economic and political conditions, government lockdowns, differing legal standards regarding IP protection, currency fluctuations, natural disasters, acts of war, terrorism, public health issues, and trade restrictions such as tariffs and sanctions.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Product, system security, and data protection incidents or breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Product, system security, and data protection incidents or breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.", - "level": 4, - "summary": "This section outlines the risks associated with product, system security, and data protection incidents or breaches. It details various cyber threats such as malware, social-engineering attacks, denial-of-service attacks, and software bugs. The text highlights that these attacks are becoming increasingly sophisticated and are often carried out by organized criminal threat actors, nation-states, and other groups using AI technology. It also notes the potential severity of ransomware attacks and the challenges in recovery if backups are compromised.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.", - "level": 4, - "summary": "This page details the cybersecurity risks and potential business disruptions faced by the company, particularly focusing on third-party dependencies. It discusses vulnerabilities related to supply chains, AI training data, and security incidents involving partners like NVIDIA and GFN service providers. The text outlines the financial and reputational consequences of data breaches, including litigation, regulatory actions, and operational failures.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Climate change may have a long-term impact on our business.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Climate change may have a long-term impact on our business.", - "level": 4, - "summary": "This page details various risk factors affecting the company's operations, including geopolitical instability in regions like China, Hong Kong, Israel, Korea, and Taiwan, as well as potential disruptions from natural disasters and third-party vendor failures. It specifically addresses the impact of the conflict in Israel on approximately 6,000 employees and discusses how climate change may adversely affect business through extreme weather events, particularly in Northern California where the Santa Clara headquarters is located. The text also outlines risks related to sustainability laws, carbon taxes, and supply chain governance.", - "chunk_count": 1, - "children": [] - }, - { - "title": "We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.", - "level": 4, - "summary": "This page details the risks associated with business investments, acquisitions, and strategic partnerships. It discusses potential challenges such as integration difficulties, regulatory hurdles, financial losses from non-performing investments, and the diversion of management resources. A specific mention is made regarding a finalized investment and partnership agreement with OpenAI.", - "chunk_count": 1, - "children": [] - }, - { - "title": "We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.", - "level": 4, - "summary": "The section details the company's reliance on a limited number of partners, distributors, and direct customers for revenue. It highlights that sales to two specific direct customers accounted for 22% and 14% of total revenue in fiscal year 2026, primarily within the Compute & Networking segment. The text outlines risks associated with this concentration, including the potential for customers to cancel orders, develop their own solutions, or purchase from competitors. It also notes exposure to indirect customers (OEMs, ODMs, system integrators) who may represent significant portions of revenue and face credit limitations.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Commercial arrangements expose us to counterparty risks.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Commercial arrangements expose us to counterparty risks.", - "level": 4, - "summary": "The section discusses the counterparty risks associated with commercial arrangements, including long-term capacity purchase obligations and financial guarantees. It highlights that these arrangements expose the company to risks such as customers' or partners' inability to fulfill financial commitments, project delays, and financial distress or insolvency. Additionally, it notes that financing arrangements could result in lower upfront cash flows and increased credit risk.", - "chunk_count": 1, - "children": [] - }, - { - "title": "If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.", - "level": 4, - "summary": "This section outlines the risks associated with the company's inability to attract, retain, and motivate its executives and key employees. It highlights that labor is subject to external factors beyond the company's control, such as a highly competitive market for skilled workers, immigration regulations, and workforce participation rates. The text notes that competition for talent increases costs through cash and stock-based compensation, which may lose value during periods of stock price volatility. Furthermore, it emphasizes the high dependence on the current executive team and states that failure in succession planning or knowledge transfer could hinder strategic planning and long-term success.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls.", - "level": 4, - "summary": "The section discusses the company's reliance on internal processes and information systems, including ERP systems, to support business functions and comply with Section 404 of the Sarbanes-Oxley Act. It highlights risks associated with system modifications, implementation errors, or disruptions that could harm operations and financial reporting. Additionally, it addresses the potential negative impact of identifying material weaknesses in internal controls, which could lead to loss of investor confidence, stock price decline, restatement of financial statements, and regulatory sanctions.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.", - "level": 4, - "summary": "This section warns that the company's operating results have fluctuated in the past and may continue to do so due to various factors, including multi-year product development cycles, contractual obligations, extended payment terms with customers, vendor payment requirements, environmental liabilities, and changes in accounting standards. It emphasizes that investors should not rely on past performance as an indicator of future results and notes that failure to meet expectations could lead to a decline in stock price.", - "chunk_count": 1, - "children": [] - }, - { - "title": "We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.", - "level": 4, - "summary": "This page details various risk factors affecting the company's business operations. It discusses the dependency on internal information systems and ERP implementations, the potential impact of material weaknesses in internal controls on financial reporting, and the volatility of operating results due to factors like product development cycles and payment terms. The final section outlines risks related to regulatory compliance, including laws regarding IP, taxes, anti-corruption (FCPA), data privacy, and cybersecurity. This page details the regulatory and compliance risks facing the company, particularly regarding antitrust legislation and AI regulations in major markets like the EU, US, UK, China, and South Korea. It discusses specific laws such as the EU AI Act and export control measures related to the war in Ukraine that have impacted sales in Russia and Belarus. The text highlights how government actions, including trade protectionism and sanctions, could restrict the company's ability to sell GPUs and other semiconductor products associated with AI. This page details the impact of U.S. export controls and economic sanctions on a company's business, specifically focusing on restrictions targeting GPUs, semiconductors, and AI technologies related to China. It outlines a timeline of regulatory changes from August 2022 through February 2026, including specific product bans (A100, H100, H20) and licensing requirements for exports to China and other countries. The text also highlights risks associated with antitrust investigations in China regarding the Mellanox acquisition. This page details the adverse business impacts of complex export controls and geopolitical tensions on a technology company's operations, particularly regarding sales in China. It discusses specific US government regulations like the AI Diffusion IFR and the GAIN AI Act, as well as restrictions on data center products (H200, GB200) and gaming GPUs. The text highlights how these rules have foreclosed market access, harmed competitive positions against rivals, and introduced risks related to licensing requirements and potential vulnerabilities in chip designs.", - "chunk_count": 4, - "children": [] - }, - { - "title": "Scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us.", - "level": 4, - "summary": "This page details the risks associated with export controls and government regulations impacting the company's business. It discusses how restrictions on selling GPUs to markets like China, Europe, and Southeast Asia could disrupt supply chains and reduce demand for data center products. The text also highlights potential negative impacts from Chinese government policies on gaming revenue and data center adoption, as well as scrutiny regarding corporate sustainability practices.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.", - "level": 4, - "summary": "This section discusses the risks associated with the responsible use of new and evolving technologies, particularly Artificial Intelligence (AI). It highlights that AI applications can pose legal, social, and ethical issues, including unintended consequences, copyright infringement, and impacts on human rights or privacy. The text notes that failure to implement effective internal policies or comply with regulations—such as those in the European Union regarding General Purpose Artificial Intelligence—could lead to reputational harm, financial costs, and reduced public confidence.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.", - "level": 4, - "summary": "This section outlines the risks associated with intellectual property (IP) rights. It details potential costs and competitive harms arising from legal proceedings, including lawsuits alleging patent infringement or other IP violations. The text explains that unfavorable rulings could lead to significant damages, invalidation of patents, or injunctions. Conversely, initiating legal action to protect IP can increase operating expenses and expose the company to countersuits. Additionally, it highlights the challenges of protecting IP in foreign jurisdictions where laws may be less robust than in the United States, increasing the risk of piracy, theft of trade secrets, and unauthorized use by competitors.", - "chunk_count": 2, - "children": [] - }, - { - "title": "We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.", - "level": 4, - "summary": "The section discusses the company's exposure to additional tax liabilities and potential adverse impacts from changes in tax laws, higher tax rates, and other tax-related factors. It highlights that the company is subject to complex income and non-income-based taxes globally and is regularly under audit. Key risks include increases in the worldwide effective tax rate due to U.S. tax law changes (such as reductions in FDDEI deductions) or international developments like the OECD Two-Pillar framework. The text also notes that future effective tax rates may be affected by business mix, statutory rate changes, accounting principles, stock-based compensation volatility, and deferred tax asset valuation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1A. Risk Factors/Risk Factors/Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.", - "level": 4, - "summary": "This section outlines the company's exposure to legal, administrative, and regulatory proceedings, including claims related to shareholders, consumers, competition, and intellectual property. It specifically mentions a securities class action lawsuit regarding false or misleading statements about cryptocurrency mining and GPU demand in 2017 and 2018. The text highlights that litigation is inherently uncertain and could result in monetary damages, fines, injunctions, or other remedies, which would be costly, time-consuming, and disruptive.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Item 1B. Unresolved Staff Comments", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1B. Unresolved Staff Comments", - "level": 2, - "summary": "The section titled 'Item 1B. Unresolved Staff Comments' contains a single statement indicating that there are no unresolved staff comments.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 1C. Cybersecurity", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 1C. Cybersecurity", - "level": 2, - "summary": "This section details the company's cybersecurity risk management and governance strategies. It outlines infrastructure and policies designed to prevent or mitigate cyber threats, referencing frameworks like ISO 27001. The text describes vendor risk assessment processes and the integration of cybersecurity into overall risk management. Under Governance, it explains that the Board of Directors oversees security matters through the Audit Committee, which receives regular updates from the Chief Security Officer and a cross-functional leadership team responsible for managing security efforts.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 2. Properties", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 2. Properties", - "level": 2, - "summary": "The section describes the company's real estate holdings, including its headquarters in Santa Clara, California, and various leased facilities for data centers, R&D, and sales across the U.S. and international locations like China, India, Israel, and Taiwan.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 3. Legal Proceedings", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 3. Legal Proceedings", - "level": 2, - "summary": "This section directs the reader to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of the Annual Report on Form 10-K for a discussion regarding legal proceedings.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 4. Mine Safety Disclosures", - "path": "NVIDIA FY26 Annual Report.pdf/Part I/Item 4. Mine Safety Disclosures", - "level": 2, - "summary": "The section titled 'Item 4. Mine Safety Disclosures' contains a single statement indicating that the disclosure is not applicable.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Part II", - "path": "NVIDIA FY26 Annual Report.pdf/Part II", - "level": 1, - "summary": "", - "chunk_count": 30, - "children": [ - { - "title": "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", - "level": 2, - "summary": "This section details the market for the registrant's common equity, noting its trading on the Nasdaq Global Select Market under the symbol NVDA and a ten-for-one stock split in May 2024. It outlines the Board of Directors' approval of a $60.0 billion share repurchase authorization in August 2025, with fiscal year 2026 repurchases totaling $40.4 billion. A table provides specific data on share repurchase transactions during the fourth quarter of fiscal year 2026, including periods, total shares purchased, average price paid, and remaining authorization value. The section also covers restricted stock unit share withholding, recent sales of unregistered securities related to an acquisition, and cash dividends paid.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Item 6. [Reserved]", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 6. [Reserved]", - "level": 2, - "summary": "This page presents a 'Stock Performance Graphs' section comparing the cumulative total shareholder return of NVIDIA Corporation against the S&P 500 Index and the Nasdaq 100 Index over a five-year period ending January 25, 2026. The line chart illustrates that while the indices grew moderately, NVIDIA's stock value increased dramatically from an initial $100 investment to over $1,400. A data table below the graph provides the specific dollar values for each entity at yearly intervals, alongside a source citation for FactSet financial data.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations", - "level": 2, - "summary": "", - "chunk_count": 21, - "children": [ - { - "title": "Overview", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview", - "level": 3, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Our Company and Our Businesses", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Our Company and Our Businesses", - "level": 4, - "summary": "This section describes NVIDIA's history and business scope, highlighting its evolution from PC graphics to a data center-scale AI infrastructure company. It identifies the two operating segments as 'Compute & Networking' and 'Graphics'. Additionally, it provides corporate details, noting that NVIDIA is headquartered in Santa Clara, California, was incorporated in April 1993, and reincorporated in Delaware in April 1998.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Recent Developments, Future Objectives and Challenges", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Recent Developments, Future Objectives and Challenges", - "level": 4, - "summary": "This section outlines recent developments and future challenges for NVIDIA, focusing on revenue growth driven by data center platforms and Blackwell architectures. It highlights critical dependencies on data center availability, energy, and capital, alongside supply chain complexities related to product transitions like the Rubin platform. The text details regulatory impacts from the US government regarding export licenses for H20 and H200 products into China, including associated financial charges and tariffs. Finally, it addresses the rise of open-source AI as a competitive threat and discusses efforts to diversify the supply chain beyond Asia.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Fiscal Year 2026 Summary", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Fiscal Year 2026 Summary", - "level": 3, - "summary": "This page details the company's investment strategy for fiscal year 2026, focusing on private companies, public equity, and datacenter infrastructure guarantees. It outlines macroeconomic risk factors affecting operations and provides a 'Fiscal Year 2026 Summary' table comparing financial metrics like revenue and net income against the previous year (Jan 25, 2026 vs Jan 26, 2025). The text further breaks down revenue growth by segment, attributing increases to demand for Blackwell systems and new products like DGX Spark.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Critical Accounting Estimates", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates", - "level": 3, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "Inventories", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Inventories", - "level": 4, - "summary": "The 'Inventories' section details the company's accounting policy for inventory provisions, which involve writing down inventory to the lower of cost or net realizable value. It outlines factors contributing to excess or obsolete inventory, such as changes in market conditions, demand fluctuations, and long manufacturing lead times. The text also quantifies the unfavorable impact of these provisions on gross margin for fiscal years 2025 (2.3%) and 2026 (2.6%).", - "chunk_count": 1, - "children": [] - }, - { - "title": "Income Taxes", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Income Taxes", - "level": 4, - "summary": "The section details the company's accounting policies regarding income taxes in U.S. and foreign jurisdictions. It explains that deferred tax assets and liabilities are calculated based on estimates and judgments involving complex tax laws. The text covers the recognition of liabilities for potential tax contingencies, the use of valuation allowances to reduce deferred tax assets if realization is not more likely than not, and the policy for recognizing benefits from uncertain tax positions only if they are more-likely-than-not to be sustained upon audit.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Non-Marketable Equity Securities", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Non-Marketable Equity Securities", - "level": 4, - "summary": "This section defines non-marketable equity securities as investments in private companies without readily determinable fair values. It explains that these securities are measured at cost minus impairment, adjusted for observable price changes using the measurement alternative. The company assesses impairment quarterly based on qualitative and quantitative factors such as the investee's operating performance and market trends.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Revenue Recognition", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition", - "level": 4, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Revenue Allowances", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition/Revenue Allowances", - "level": 5, - "summary": "The 'Revenue Allowances' section details the company's accounting policies for products sold with a right of return, where revenue is reduced by establishing sales return allowances based on historical rates. It also covers customer programs involving rebates and marketing development funds (MDFs), which are accrued as reductions in revenue based on expected claims.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Contracts with Multiple Performance Obligations", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Estimates/Revenue Recognition/Contracts with Multiple Performance Obligations", - "level": 5, - "summary": "This section outlines the accounting policy for contracts containing multiple performance obligations. It states that judgment is used to determine if obligations are distinct, noting that NVIDIA products and services generally function on a standalone basis and are not combined for revenue recognition (except for License and Development Arrangements). The company allocates the total transaction price to each distinct obligation based on relative standalone selling prices, determined either by directly observable market prices or other inputs when direct observation is not possible.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Results of Operations", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations", - "level": 3, - "summary": "The section titled 'Results of Operations' introduces a discussion regarding the company's financial condition and results for fiscal year 2026 compared to fiscal year 2025. It also references a previous discussion comparing fiscal years 2025 and 2024, which can be found in Item 7 of the Annual Report on Form 10-K filed with the SEC.", - "chunk_count": 7, - "children": [ - { - "title": "Reportable Segments", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments", - "level": 4, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Revenue by Reportable Segments", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments", - "level": 5, - "summary": "The section titled 'Revenue by Reportable Segments' presents a table detailing the revenue for two segments, Compute & Networking and Graphics, for the years ended Jan 25, 2026, and Jan 26, 2025. The table includes columns for revenue in millions of dollars, dollar change, and percentage change. It shows significant growth in both segments, with total revenue increasing from $130,497 million to $215,938 million.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Operating Income by Reportable Segments", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Operating Income by Reportable Segments", - "level": 5, - "summary": "This section presents a table detailing the Operating Income by Reportable Segments for the years ended Jan 25, 2026, and Jan 26, 2025. The data is provided in millions of dollars and includes columns for revenue, dollar change, and percentage change. The segments listed are Compute & Networking and Graphics. Following the table, text explains that the increase in operating income for the Compute & Networking segment was driven by revenue growth, partially offset by a $4.5 billion charge related to H20 excess inventory, while the Graphics segment's increase was driven by revenue growth.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Concentration of Revenue", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue", - "level": 4, - "summary": "The section details the concentration of revenue for NVIDIA, defining direct and indirect customers. It highlights that sales to a limited number of these customers account for significant portions of total revenue, primarily attributable to the Compute & Networking segment. Specific percentages are provided for fiscal years 2024, 2025, and 2026 regarding sales to major direct customers. Additionally, it notes that revenue from customers headquartered outside the United States accounted for 31% and 41% of total revenue in fiscal years 2026 and 2025, respectively.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Gross Profit and Gross Margin", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Gross Profit and Gross Margin", - "level": 4, - "summary": "This section defines gross profit as total net revenue less cost of revenue, detailing the components of cost of revenue such as semiconductors, manufacturing support costs, and stock-based compensation. It reports that gross margins decreased to 71.1% in fiscal year 2026 from 75.0% in fiscal year 2025 due to a transition to Blackwell full-scale datacenter solutions and a $4.5 billion charge associated with H20 excess inventory. The text further breaks down provisions for inventory and excess inventory purchase obligations totaling $7.2 billion and $3.7 billion for fiscal years 2026 and 2025, respectively, noting an unfavorable impact on gross margin of 2.6% and 2.3%.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Operating Expenses", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Operating Expenses", - "level": 4, - "summary": "The section titled 'Operating Expenses' presents a table detailing the company's operating expenses for the fiscal years ended January 25, 2026, and January 26, 2025. The table lists amounts in millions of dollars for Research and development, Sales, general and administrative, and Total operating expenses, along with the dollar and percentage change between the two periods. A concluding paragraph explains that the increase in research and development expenses was driven by higher compensation, benefits, and compute/infrastructure costs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Total Other Income, Net", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net", - "level": 4, - "summary": "The section 'Total Other Income, Net' presents a table detailing financial components for the years ended Jan 25, 2026, and Jan 26, 2025. It lists Interest income, Interest expense, and Other income, net, culminating in Total other income, net of $11,063 million for 2026 compared to $2,573 million for 2025. The text explains that interest income growth is due to increased cash and debt securities, while interest expense relates to notes. Other income, net is driven by gains from non-marketable and publicly-held equity securities, including an investment in Intel's common stock.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Liquidity and Capital Resources", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources", - "level": 3, - "summary": "The section titled 'Liquidity and Capital Resources' presents a table comparing the company's liquidity position for the fiscal years ended January 25, 2026, and January 26, 2025. The table details the amounts (in millions) for 'Cash and cash equivalents', 'Marketable securities', and the combined total of 'Cash, cash equivalents, and marketable securities'.", - "chunk_count": 5, - "children": [ - { - "title": "Liquidity", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Liquidity", - "level": 4, - "summary": "The 'Liquidity' section outlines the company's primary sources of liquidity, including cash, cash equivalents, marketable securities, and operating cash flow. As of January 25, 2026, the company held $62.6 billion in these assets, which it deems sufficient to meet operating requirements for at least the next twelve months. The text details that marketable securities consist of publicly-held equity, U.S. government debt, highly-rated corporate and financial institution debt, and foreign government entities, primarily denominated in U.S. dollars. It also notes that approximately $1.7 billion of these funds are held outside the U.S. without accrued taxes upon repatriation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Capital Return to Shareholders", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Capital Return to Shareholders", - "level": 4, - "summary": "This section details the company's capital return activities to shareholders, primarily focusing on share repurchases and cash dividends. It highlights an additional $60.0 billion in share repurchase authorization approved by the Board of Directors on August 26, 2025. In fiscal year 2026, the company repurchased 282 million shares for $40.4 billion, with a remaining authorization of up to $58.5 billion as of January 25, 2026. Additionally, the company paid $974 million in cash dividends during fiscal year 2026. The text also mentions the U.S. Inflation Reduction Act of 2022 regarding excise taxes on share repurchases.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Outstanding Indebtedness and Commercial Paper Program", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program", - "level": 4, - "summary": "The section details the aggregate debt maturities as of January 25, 2026, broken down by time periods (due in one year, one to five years, etc.), totaling a net carrying amount of $8,468 million. It also describes the commercial paper program, noting an increase in the authorized issuance limit to $25.0 billion in January 2026, with no commercial paper outstanding as of that date.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Material Cash Requirements and Other Obligations", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Material Cash Requirements and Other Obligations", - "level": 4, - "summary": "This section outlines the company's material cash requirements and other obligations. It references specific notes in the financial statements for details on facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations. The text discusses an ongoing investment and partnership agreement with OpenAI, noting that completion is not assured. It also provides capital expenditure figures for fiscal years 2025 ($3.4 billion) and 2026 ($6.1 billion), with expectations to increase spending in 2027. Additionally, it discloses unrecognized tax benefits of $4.0 billion recorded at the end of fiscal year 2026, including related interest and penalties.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Adoption of New and Recently Issued Accounting Pronouncements", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations/Adoption of New and Recently Issued Accounting Pronouncements", - "level": 3, - "summary": "This section directs readers to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of the Annual Report on Form 10-K for a discussion regarding the adoption of new and recently issued accounting pronouncements.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 7A. Quantitative and Qualitative Disclosures About Market Risk", - "level": 2, - "summary": "This section, titled 'Item 7A. Quantitative and Qualitative Disclosures about Market Risk', focuses on the company's exposure to investment and interest rate risk. It details that the company is exposed to interest rate risk regarding its fixed-rate investment portfolio and outstanding debt. A sensitivity analysis indicates that a 0.5% decrease in the yield curve would reduce the fair value of investments by approximately $0.2 billion. Additionally, the text notes that as of fiscal year 2026, the company had $8.5 billion in senior Notes outstanding, which bear interest at a fixed rate, resulting in no financial statement risk associated with changes in interest rates.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 8. Financial Statements and Supplementary Data", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 8. Financial Statements and Supplementary Data", - "level": 2, - "summary": "This section states that the information required by Item 8 is set forth in the Consolidated Financial Statements and Notes included in the Annual Report on Form 10-K.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure", - "level": 2, - "summary": "The section titled 'Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure' contains a single statement indicating that there are no changes or disagreements to report.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 9A. Controls and Procedures", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9A. Controls and Procedures", - "level": 2, - "summary": "This section, titled 'Item 9A. Controls and Procedures', details the company's evaluation of its disclosure controls and procedures as of January 25, 2026. Management, including the Chief Executive Officer and Chief Financial Officer, concluded that these controls were effective in providing reasonable assurance regarding the recording, processing, and reporting of information required under the Exchange Act. The section also initiates the 'Management’s Annual Report on Internal Control Over Financial Reporting', stating management's responsibility for establishing adequate internal controls.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 9B. Other Information", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9B. Other Information", - "level": 2, - "summary": "This section lists members of the Board of Directors and/or officers who adopted, modified, or terminated a trading arrangement intended to satisfy Rule 10b5-1(c). It includes a table detailing the Name, Title, Action (Adoption), Date, Total Shares of Common Stock to be Sold, and Expiration Date for John O. Dabiri and Colette M. Kress.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", - "path": "NVIDIA FY26 Annual Report.pdf/Part II/Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", - "level": 2, - "summary": "The section titled 'Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections' contains a single statement indicating that the disclosure is 'Not Applicable'.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Part III", - "path": "NVIDIA FY26 Annual Report.pdf/Part III", - "level": 1, - "summary": "", - "chunk_count": 6, - "children": [ - { - "title": "Item 10. Directors, Executive Officers and Corporate Governance", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 10. Directors, Executive Officers and Corporate Governance", - "level": 2, - "summary": "This section, titled 'Item 10. Directors, Executive Officers and Corporate Governance', states that information regarding directors is incorporated by reference from the company's 2026 Proxy Statement under the caption 'Proposal 1 — Election of Directors'. Additionally, information regarding executive officers is incorporated by reference from Part I of the Annual Report on Form 10-K under the heading 'Information About Our Executive Officers'.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 11. Executive Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 11. Executive Compensation", - "level": 2, - "summary": "This section states that information regarding executive compensation will be contained in the company's 2026 Proxy Statement under specific captions, including 'Executive Compensation,' 'Compensation Committee Interlocks and Insider Participation,' 'Director Compensation,' and 'Compensation Committee Report.' The content is incorporated by reference.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", - "level": 2, - "summary": "This section, titled 'Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters', states that information regarding the ownership of NVIDIA securities will be contained in the company's 2026 Proxy Statement under the caption 'Security Ownership of Certain Beneficial Owners and Management'. Additionally, it notes that information concerning equity compensation plans required by this item will also be included in the 2026 Proxy Statement under the caption 'Equity Compensation Plan Information'.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 13. Certain Relationships and Related Transactions, and Director Independence", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 13. Certain Relationships and Related Transactions, and Director Independence", - "level": 2, - "summary": "This section states that information regarding related transactions and director independence will be included in the 2026 Proxy Statement under the captions 'Review of Transactions with Related Persons' and 'Information About the Board of Directors and Corporate Governance — Independence of the Members of the Board of Directors,' and is hereby incorporated by reference.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Item 14. Principal Accountant Fees and Services", - "path": "NVIDIA FY26 Annual Report.pdf/Part III/Item 14. Principal Accountant Fees and Services", - "level": 2, - "summary": "This section states that information regarding accounting fees and services required by Item 14 will be contained in the company's 2026 Proxy Statement under the caption \"Fees Billed by the Independent Registered Public Accounting Firm,\" and is hereby incorporated by reference.", - "chunk_count": 2, - "children": [] - } - ] - }, - { - "title": "Part IV", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV", - "level": 1, - "summary": "", - "chunk_count": 69, - "children": [ - { - "title": "Item 15. Exhibits and Financial Statement Schedules", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules", - "level": 2, - "summary": "", - "chunk_count": 64, - "children": [ - { - "title": "Opinions on the Financial Statements and Internal Control over Financial Reporting", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Opinions on the Financial Statements and Internal Control over Financial Reporting", - "level": 3, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Basis for Opinions", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Opinions on the Financial Statements and Internal Control over Financial Reporting/Basis for Opinions", - "level": 4, - "summary": "This section outlines the responsibilities of management versus the independent registered public accounting firm regarding the consolidated financial statements and internal control over financial reporting. It details that the audits were conducted in accordance with Public Company Accounting Oversight Board (PCAOB) standards to obtain reasonable assurance about whether the financial statements are free of material misstatement and if effective internal controls were maintained. The text describes the audit procedures performed, including risk assessment, testing evidence on a sample basis, evaluating accounting principles and estimates, and assessing the design and operating effectiveness of internal controls.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Definition and Limitations of Internal Control over Financial Reporting", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Opinions on the Financial Statements and Internal Control over Financial Reporting/Definition and Limitations of Internal Control over Financial Reporting", - "level": 4, - "summary": "This section defines internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. It details that this control includes policies and procedures for maintaining accurate records, ensuring authorized transactions, and preventing unauthorized asset acquisition or use. The text also outlines inherent limitations, noting that controls may not prevent all misstatements and that future projections of effectiveness are subject to risks such as changing conditions or deteriorating compliance.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Critical Audit Matters", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Critical Audit Matters", - "level": 3, - "summary": "This section details the critical audit matter concerning the valuation of inventories, specifically focusing on provisions for excess or obsolete inventories and excess product purchase commitments. It explains that this area required significant judgment from management regarding future demand and market conditions, which in turn necessitated substantial auditor effort to evaluate these assumptions. The text provides context by stating the company's consolidated inventory balance was $21.4 billion as of January 25, 2026. It also outlines the procedures performed by the auditors, including testing controls, evaluating management's process and approach, and assessing the reasonableness of assumptions related to historical results, external data, and technology changes.", - "chunk_count": 6, - "children": [] - }, - { - "title": "Note 1 - Organization and Summary of Significant Accounting Policies", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies", - "level": 3, - "summary": "", - "chunk_count": 23, - "children": [ - { - "title": "Our Company", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Our Company", - "level": 4, - "summary": "The section titled 'Our Company' describes NVIDIA's corporate history and structure. It states that the company is headquartered in Santa Clara, California, was incorporated in California in April 1993, and reincorporated in Delaware in April 1998. It also defines the scope of references to 'NVIDIA', 'we', 'us', 'our', or 'the Company' as including NVIDIA Corporation and its subsidiaries.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Fiscal Year", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Fiscal Year", - "level": 4, - "summary": "The section describes NVIDIA's fiscal year structure, noting that the company operates on a 52- or 53-week year ending on the last Sunday in January. It specifies that fiscal years 2026, 2025, and 2024 were all 52-week years, while fiscal year 2027 will be a 53-week year with the fourth quarter consisting of 14 weeks.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Principles of Consolidation", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Principles of Consolidation", - "level": 4, - "summary": "The section outlines the scope of NVIDIA's consolidated financial statements, stating they include the accounts of NVIDIA Corporation and its wholly-owned subsidiaries. It further specifies that all intercompany balances and transactions are eliminated during consolidation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Use of Estimates", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Use of Estimates", - "level": 4, - "summary": "The 'Use of Estimates' section explains that preparing financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions affecting reported assets, liabilities, revenue, and expenses. It details the ongoing evaluation of these estimates regarding accounts receivable, cash equivalents, marketable securities, goodwill, income taxes, inventories, product purchase commitments, litigation, and stock-based compensation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Revenue Recognition", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition", - "level": 4, - "summary": "", - "chunk_count": 7, - "children": [ - { - "title": "Product Sales Revenue", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Product Sales Revenue", - "level": 5, - "summary": "This section details the accounting policies for recognizing revenue from product sales. It explains that revenue is recognized upon transfer of control and reflects the expected consideration. The text covers specific scenarios including support and extended warranty services (recognized ratably), products with a right of return (requiring a sales return allowance based on historical rates), and customer programs involving rebates and MDFs (accounted for as reductions to revenue).", - "chunk_count": 1, - "children": [] - }, - { - "title": "Contracts with Multiple Performance Obligations", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Contracts with Multiple Performance Obligations", - "level": 5, - "summary": "This section outlines the accounting policy for contracts containing multiple deliverables. It explains that distinct performance obligations are accounted for separately and that total transaction prices are allocated based on relative standalone selling prices, maximizing the use of observable inputs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Product Warranties", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Product Warranties", - "level": 5, - "summary": "The section describes the company's limited warranty policy for end-users, covering a period of one to three years for manufacturing defects or hardware failures. It explains that revenue costs include estimated warranty expenses calculated at the point of revenue recognition and mentions accruals for known warranty issues when probable and estimable.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Stock-based Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Stock-based Compensation", - "level": 5, - "summary": "The section details the accounting policies for stock-based compensation. It explains that the fair value of restricted stock units (RSUs) is based on the closing trading price of common stock, while performance stock units (PSUs) are valued using a Monte Carlo simulation. The text outlines the amortization methods used for expense recognition: straight-line for RSUs and market-based PSUs, and an accelerated model for PSUs based on probable achievement of targets. Additionally, it describes the use of the Black-Scholes model to estimate the fair value of shares under the Employee Stock Purchase Plan (ESPP) and notes that expected forfeitures are estimated based on historical data.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Litigation, Investigation and Settlement Costs", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Litigation, Investigation and Settlement Costs", - "level": 5, - "summary": "The section outlines the company's exposure to various claims, litigation, and investigations, including patent disputes, antitrust matters, and employment issues. It details the accounting policy for recording losses when they are probable and reasonably estimable, while noting that actual liabilities may differ from estimates.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Foreign Currency Remeasurement", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Foreign Currency Remeasurement", - "level": 5, - "summary": "This section outlines the company's accounting policy for foreign currency remeasurement. It states that the U.S. dollar is the functional currency for subsidiaries. Monetary assets and liabilities are remeasured at end-of-period exchange rates, while non-monetary items like property and equipment are remeasured at historical rates. Revenue and expenses are generally remeasured at current period rates, with exceptions for certain balance sheet-related expenses. The text notes that gains or losses from this process have not been significant to date.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Income Taxes", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Revenue Recognition/Income Taxes", - "level": 5, - "summary": "The section outlines the company's accounting policies for income taxes, specifically regarding the recognition of federal, state, and foreign current tax liabilities or assets based on estimated taxes payable or refundable. It also details the recognition of deferred tax assets and liabilities based on estimates of future tax effects from temporary differences and carryforwards, including the use of valuation allowances to reduce deferred tax assets that are not expected to be realized.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Net Income Per Share", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Net Income Per Share", - "level": 4, - "summary": "This section outlines the methodology for calculating basic and diluted net income per share. Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share uses the weighted average number of common and potentially dilutive shares, applying the treasury stock method. It also notes that anti-dilutive equity awards are excluded from the diluted calculation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Cash and Cash Equivalents and Marketable Securities", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Cash and Cash Equivalents and Marketable Securities", - "level": 4, - "summary": "This section defines cash equivalents as highly liquid investments with an original maturity of three months or less, and marketable securities as debt investments with maturities greater than three months and publicly-held equity securities. It details the accounting treatment for these assets, noting that available-for-sale debt securities are reported at fair value with unrealized gains/losses in accumulated other comprehensive income. The text also covers impairment reviews for debt securities, the specific-identification method for realized gains/losses on sales, and the reporting of changes in fair value for equity securities and money market funds.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Fair Value of Financial Instruments", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Fair Value of Financial Instruments", - "level": 4, - "summary": "This section details the accounting policies for determining fair value. It states that carrying values of cash equivalents, receivables, and payables approximate their fair value due to short maturities as of January 25, 2026, and January 26, 2025. Marketable debt and equity securities are reported at fair value, while derivative instruments are recognized as assets or liabilities measured at fair value. The text outlines how changes in fair value are recorded depending on whether derivatives are designated as accounting hedges. Finally, it introduces a classification system based on the observability of inputs used to determine fair value, defining Level 1 (observable inputs like quoted prices) and Level 2 (observable inputs other than Level 1).", - "chunk_count": 1, - "children": [] - }, - { - "title": "Concentration of Credit Risk", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Concentration of Credit Risk", - "level": 4, - "summary": "This section outlines the financial instruments subject to credit risk, primarily cash equivalents, marketable securities, lease guarantees, and accounts receivable. It details the company's investment policy focusing on high-rated fixed income securities and diversification. The text also describes the process for ongoing credit evaluations of customers and the maintenance of an allowance for potential credit losses, which covers specific customer amounts and overall estimated exposure excluding insurance-covered amounts.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Inventories", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Inventories", - "level": 4, - "summary": "The 'Inventories' section details the accounting policy for inventory cost computation, which is based on an adjusted standard basis approximating actual cost (average or FIFO). It outlines that costs include semiconductors, manufacturing support, and purchased components. The company records provisions to write down inventory to its lower of cost or net realizable value for obsolete, excess, or non-cancelable purchase commitments.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Property and Equipment", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Property and Equipment", - "level": 4, - "summary": "The 'Property and Equipment' section details the accounting policies for these assets, stating they are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over estimated useful lives of two to seven years (buildings up to thirty years). It also covers the removal of retired assets, the inclusion of amortization from finance leases in depreciation expense, and the amortization of leasehold improvements.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Leases", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Leases", - "level": 4, - "summary": "This section outlines the company's accounting policy for leases. It details how arrangements are identified as leases at inception and describes the recognition of operating lease assets and liabilities on the consolidated balance sheet. The text explains that these assets and liabilities are based on the present value of remaining lease payments discounted using the incremental borrowing rate, including initial direct costs and prepaid payments. Lease costs are recognized on a straight-line basis over the lease term.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Goodwill", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Goodwill", - "level": 4, - "summary": "The section outlines the company's policy for allocating goodwill to reporting units based on expected benefits from business combinations. It details that goodwill is subject to an annual impairment test conducted in the fourth quarter of the fiscal year, or earlier if impairment indicators exist. The company performs either a qualitative or quantitative analysis for this test, considering factors such as industry and market conditions, financial performance, and other relevant events. The text notes that no goodwill impairments were identified for the periods presented.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Intangible Assets and Other Long-Lived Assets", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Intangible Assets and Other Long-Lived Assets", - "level": 4, - "summary": "This section details the company's accounting policies for intangible assets and other long-lived assets. It specifies that intangible assets primarily consist of acquired developed technology, customer relationships, and rights under technology licenses, patents, and acquired IP. The company amortizes these finite-life assets over periods ranging from one to twenty years using a method that reflects the pattern in which the economic benefits are consumed.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Business Combination", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Business Combination", - "level": 4, - "summary": "The section details the Company's accounting policy for business combinations. It describes a screen test used to distinguish between asset acquisitions and business combinations. For business combinations, the purchase price is allocated to tangible assets, liabilities assumed, and intangible assets based on fair value, with any excess recorded as goodwill. The text highlights that these valuations rely on management estimates regarding future cash flows and discount rates, which are subject to uncertainty. Adjustments to the purchase price allocation may be made within one year of the acquisition date, affecting goodwill or income. Additionally, it states that acquisition-related expenses are expensed as incurred.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Non-Marketable Equity Securities", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Non-Marketable Equity Securities", - "level": 4, - "summary": "This section outlines the accounting policy for non-marketable equity securities, which are investments in privately-held companies without readily determinable fair values. These securities are measured at cost minus impairment or using the measurement alternative based on observable price changes. The company assesses these investments for significant influence to determine if the equity method applies, noting that such investments were not material.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Recently Issued Accounting Pronouncements", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 1 - Organization and Summary of Significant Accounting Policies/Recently Issued Accounting Pronouncements", - "level": 4, - "summary": "This section details a new accounting standard issued by the Financial Accounting Standards Board (FASB) in November 2024. The standard requires additional annual and interim disclosures regarding specific expense items, including inventory purchases, employee compensation, depreciation, and intangible asset amortization. The company plans to adopt this standard for its fiscal year 2028 annual report and does not expect it to have a material impact on its financial statements beyond these additional disclosures.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Note 2 - Groq", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 2 - Groq", - "level": 3, - "summary": "This section details a non-exclusive license agreement entered into by NVIDIA with Groq, Inc. in December 2025 for language processing unit technology and the hiring of certain employees. The transaction involved recording $14.4 billion in goodwill and a $2.5 billion developed technology intangible asset. Total consideration consisted of $13.0 billion paid at closing and $4 billion payable within one year.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 3 - Stock-Based Compensation", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation", - "level": 3, - "summary": "This section details NVIDIA's stock-based compensation policies and financial data. It outlines the types of equity awards recognized, including Restricted Stock Units (RSUs), Performance Stock Units (PSUs), market-based PSUs, and issuances under the Employee Stock Purchase Plan (ESPP). The content includes two tables: one breaking down stock-based compensation expense by category (Cost of revenue, Research and development, Sales, general and administrative) for the years ended Jan 25, 2026, Jan 26, 2025, and Jan 28, 2024; and another summarizing equity awards granted, showing metrics like awards granted, estimated total grant-date fair value, and weighted average grant-date fair value per share for RSUs/PSUs and ESPP shares purchased. The section concludes with a statement regarding aggregate unearned stock-based compensation expense as of January 25, 2026.", - "chunk_count": 5, - "children": [ - { - "title": "ESPP", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/ESPP", - "level": 4, - "summary": "This section details the assumptions used to estimate the fair value of shares issued under the Employee Stock Purchase Plan (ESPP) for the years ended January 25, 2026, January 26, 2025, and January 28, 2024. It includes a table presenting data on weighted average expected life, risk-free interest rate, volatility, and dividend yield based on the Black-Scholes model. The text explains that the expected term represents the period from the offering start to the purchase date, volatility is estimated using historical data, and dividend yield is applied at the grant date.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Equity Incentive Program", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Incentive Program", - "level": 4, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "Amended and Restated 2007 Equity Incentive Plan", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Incentive Program/Amended and Restated 2007 Equity Incentive Plan", - "level": 5, - "summary": "The section details the Amended and Restated 2007 Equity Incentive Plan (the '2007 Plan'), which authorizes the issuance of various stock-based awards including incentive stock options, RSUs, PSUs, and performance cash awards to employees, directors, and consultants. It specifies that as of January 25, 2026, up to 192 million shares were available for issuance under this plan. The text also outlines vesting schedules: RSUs generally vest over four years subject to service, while Performance Stock Units (PSUs) vest over four years based on service and performance conditions, and market-based PSUs vest approximately three years after grant subject to market conditions.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Amended and Restated 2012 Employee Stock Purchase Plan", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Incentive Program/Amended and Restated 2012 Employee Stock Purchase Plan", - "level": 5, - "summary": "This section outlines the terms of the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan (the 2012 Plan). It specifies that participating employees may have up to 25% of their earnings withheld to purchase common stock, with offering periods lasting approximately 24 months. The purchase price is set at 85% of the lower of the fair market value on the commencement date or each purchase date. As of January 25, 2026, 2.2 billion shares were reserved for future issuance under this plan.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Equity Award Activity", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 3 - Stock-Based Compensation/Equity Award Activity", - "level": 4, - "summary": "The section titled 'Equity Award Activity' provides a summary of equity award transactions under NVIDIA's equity incentive plans. It includes a table detailing the activity for RSUs, PSUs, and Market-based PSUs outstanding, showing the number of shares and weighted average grant-date fair value per share for balances as of Jan 26, 2025, and Jan 25, 2026, along with granted, vested, and canceled/forfeited amounts. The text also notes the number of common stock shares available for future grants and reports the total fair value of RSUs and PSUs vesting during fiscal years 2024, 2025, and 2026.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Note 4 - Net Income Per Share", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 4 - Net Income Per Share", - "level": 3, - "summary": "This section presents the basic and diluted net income per share computations for NVIDIA Corporation for the years ended January 25, 2026, January 26, 2025, and January 28, 2024. The table details the numerator (Net Income) and denominator components (Basic weighted average shares, Dilutive impact of outstanding equity awards, and Diluted weighted average shares). It concludes with the calculated Basic and Diluted Net Income Per Share values and lists anti-dilutive equity awards excluded from the calculation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 5 - Goodwill", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 5 - Goodwill", - "level": 3, - "summary": "This section details the carrying amount of goodwill for NVIDIA Corporation as of January 25, 2026 ($20.8 billion) and January 26, 2025 ($5.2 billion), broken down by reporting units (Compute & Networking and Graphics). It notes a $15.6 billion increase in fiscal year 2026 allocated to the Compute & Networking unit and confirms that no impairment was identified during annual qualitative tests for fiscal years 2024, 2025, and 2026.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 6 - Amortizable Intangible Assets", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 6 - Amortizable Intangible Assets", - "level": 3, - "summary": "This page, titled 'Note 6 - Amortizable Intangible Assets' from NVIDIA Corporation's financial statements, details the components of amortizable intangible assets as of January 25, 2026, and January 26, 2025. The first table breaks down these assets into 'Acquisition-related intangible assets' and 'Patents and licensed technology,' listing their gross carrying amounts, accumulated amortization, and net carrying amounts in millions. A second table outlines the estimated future amortization expense for fiscal years 2027 through 2032 and thereafter.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 7 - Cash Equivalents and Marketable Securities", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. Exhibits and Financial Statement Schedules/Note 7 - Cash Equivalents and Marketable Securities", - "level": 3, - "summary": "This page presents Note 7 from NVIDIA Corporation's Consolidated Financial Statements, detailing the fair values of cash equivalents and marketable securities as of January 25, 2026. The content is dominated by a comprehensive table categorizing financial assets into pricing levels (Level 1 and Level 2) and listing their cost, unrealized gains/losses, and estimated fair value. The table breaks down holdings such as U.S. Treasury debt, corporate debt, government agency bonds, certificates of deposit, foreign government bonds, money market funds, and publicly-held equity securities, further classifying them as Cash Equivalents, Marketable Securities, or Other Assets.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 8 - Non-marketable Equity Securities", - "path": "NVIDIA FY26 Annual Report.pdf/Part IV/Item 15. 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Questions": {}, - "Quorum and Voting": { - "Stockholder of Record": {}, - "Street Name Holder": {}, - "Vote Count": {}, - "Vote Results": {} - }, - "Proxy Materials": {}, - "2027 Meeting Deadlines for Submission of Stockholder Proposals, Nomination of Directors, and Other Business": { - "Proposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8": {}, - "Director Nominations Under Our Proxy Access Bylaw": {}, - "Other Director Nominations and Proposals": {}, - "Additional Requirements and Information": {} - }, - "Proposal 1—Election of Directors": {} - }, - "Proposal 1—Election of Directors": { - "Director Qualifications and Nomination of Directors": {}, - "Our Director Nominees": { - "Other Current Public Company Boards": {}, - "DAWN HUDSON": {}, - "HARVEY C. JONES": {}, - "MELISSA B. LORA": {}, - "STEPHEN C. NEAL": {}, - "A. BROOKE SEAWELL": {}, - "AARTI SHAH": {} - } - }, - "Information About the Board of Directors and Corporate Governance": { - "Independence of the Members of the Board of Directors": {}, - "Board Leadership Structure": {}, - "Committees of the Board of Directors": {}, - "Compensation Committee Interlocks and Insider Participation": {}, - "Role of the Board in Risk Oversight": {}, - "Corporate Governance": {}, - "Stockholder Communications with the Board of Directors": {}, - "Majority Vote Standard": {}, - "Stockholder Special Meeting Right": {}, - "Board Meeting Information": {}, - "Corporate Sustainability": {}, - "Public Policy Engagement and Accountability": {} - }, - "Director Compensation": {}, - "Review of Transactions with Related Persons": {}, - "Security Ownership of Certain Beneficial Owners and Management": {}, - "Proposal 2—Advisory Approval of Executive Compensation Executive Compensation": { - "Compensation Discussion and Analysis": { - "Fiscal 2026 Executive Compensation Summary": { - "Continued Focus on Pay for Performance": {}, - "Executive Pay Heavily Weighted Towards Equity Awards": { - "CEO Fiscal 2026 Target Pay Mix (1)": {}, - "Other NEO Fiscal 2026 Target Pay Mix (1)(2)": {} - }, - "Key NEO Compensation Actions for Fiscal 2026": {}, - "Record Performance Resulting in Maximum Payouts": {} - }, - "Our Compensation Philosophy and Practices": {}, - "How We Determine Executive Compensation": { - "Roles of the Compensation Committee, Compensation Consultant, and Management": {}, - "Peer Companies and Market Compensation Data": {}, - "Factors Used in Determining Executive Compensation": {}, - "Fiscal 2026 Compensation Actions and Achievements": {}, - "Stockholder Outreach and Feedback": {} - }, - "Total Target Compensation Approach": {}, - "Components of Pay": { - "Pay Mix Considerations": {}, - "Setting Executive Compensation Values": {}, - "Determining Equity Award Amounts": {} - }, - "Performance Metrics and Goals for Executive Compensation": {}, - "Fiscal 2026 Performance Achievement": {}, - "Fiscal 2026 Target Compensation Actions and Performance-Based Payouts": { - "Jen-Hsun Huang": {}, - "Colette M. Kress": {}, - "Ajay K. Puri": {} - }, - "Additional Executive Compensation Practices, Policies, and Procedures": { - "Other Compensation and Benefits": {}, - "Equity Grant Timing Practices": {}, - "Stock Ownership Guidelines": {}, - "Compensation Recovery Policy": {}, - "Tax and Accounting Implications": {}, - "Reconciliation of Non-GAAP Financial Measures": {} - } - }, - "Compensation Committee Report": {}, - "Risk Analysis of Our Compensation Plans": {}, - "Summary Compensation Table for Fiscal 2026, 2025, and 2024": {}, - "Grants of Plan-Based Awards for Fiscal 2026": {}, - "Outstanding Equity Awards as of January 25, 2026": {}, - "Option Exercises and Stock Vested in Fiscal 2026": {}, - "Employment, Severance, and Change-in-Control Arrangements": {}, - "Potential Payments Upon Termination or Change-in-Control": {}, - "Pay Ratio": {}, - "Pay Versus Performance": { - "Reconciliation of Summary Compensation Table Total Compensation for CEO to CAP": {}, - "Reconciliation of Summary Compensation Table Average Total Compensation for Non-CEO NEOs to CAP": {}, - "Most Important Financial Performance Measures": {}, - "Relationships Between Compensation Actually Paid and Financial Performance": {}, - "Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027": {} - } - }, - "Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2027": { - "Fees Billed by the Independent Registered Public Accounting Firm": {} - }, - "Report of the Audit Committee of the Board of Directors": { - "Audit Committee": {}, - "Proposal 4—Stockholder Proposal: Simple Majority Vote Standard": { - "Stockholder Proposal and Supporting Statement": {}, - "Opposing Statement of the Board": {}, - "Recommendation of the Board": {} - }, - "Proposal 5 – Report on Faith-Based Community Resource Groups": {}, - "Proposal 6 – Report on Respecting Workforce Civil Liberties": {}, - "Proposal 7 – Greenhouse Gas Emissions Disclosure": { - "The proposal is unnecessary given NVIDIA's history of robust climate reporting and targets, and our future disclosure plans": {}, - "The proposal adopts an overly prescriptive approach to highly complex disclosures": {} - } - }, - "Stockholder Proposals": { - "Equity Compensation Plan Information": {} - }, - "Additional Information": { - "Delinquent Section 16(a) Reports": {}, - "Other Matters": {} - } - }, - "Part I": { - "Item 1. Business": { - "Our Company": {}, - "Our Businesses": {}, - "Our Markets": { - "Data Center": {}, - "Gaming": {}, - "Professional Visualization": {}, - "Automotive": {} - }, - "Business Strategies": { - "Advancing the NVIDIA accelerated computing platform.": {}, - "Extending our technology and platform leadership in AI.": {}, - "Extending our technology and platform leadership in computer graphics.": {}, - "Advancing the leading autonomous vehicle platform.": {} - }, - "Sales and Marketing": {}, - "Seasonality": {}, - "Manufacturing": {}, - "Competition": {}, - "Patents and Proprietary Rights": {}, - "Government Regulations": {}, - "Human Capital Management": {}, - "Information About Our Executive Officers": {}, - "Available Information": {} - }, - "Item 1A. Risk Factors": { - "Risk Factors Summary": {}, - "Risks Related to Our Industry and Markets": {}, - "Risks Related to Demand, Supply, and Manufacturing": {}, - "Risks Related to Our Global Operating Business": {}, - "Risks Related to Regulatory, Legal, Our Stock, and Other Matters": {}, - "Risk Factors": { - "Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.": {}, - "Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share.": {}, - "Adverse economic conditions may harm our business.": {}, - "International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.": {}, - "Product, system security, and data protection incidents or breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.": {}, - "Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.": {}, - "Climate change may have a long-term impact on our business.": {}, - "We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.": {}, - "We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.": {}, - "Commercial arrangements expose us to counterparty risks.": {}, - "If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.": {}, - "Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls.": {}, - "Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.": {}, - "We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.": {}, - "Scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us.": {}, - "Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.": {}, - "Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.": {}, - "We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.": {}, - "Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.": {} - } - }, - "Item 1B. Unresolved Staff Comments": {}, - "Item 1C. Cybersecurity": {}, - "Item 2. Properties": {}, - "Item 3. Legal Proceedings": {}, - "Item 4. Mine Safety Disclosures": {} - }, - "Part II": { - "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities": {}, - "Item 6. [Reserved]": {}, - "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations": { - "Overview": { - "Our Company and Our Businesses": {}, - "Recent Developments, Future Objectives and Challenges": {} - }, - "Fiscal Year 2026 Summary": {}, - "Critical Accounting Estimates": { - "Inventories": {}, - "Income Taxes": {}, - "Non-Marketable Equity Securities": {}, - "Revenue Recognition": { - "Revenue Allowances": {}, - "Contracts with Multiple Performance Obligations": {} - } - }, - "Results of Operations": { - "Reportable Segments": { - "Revenue by Reportable Segments": {}, - "Operating Income by Reportable Segments": {} - }, - "Concentration of Revenue": {}, - "Gross Profit and Gross Margin": {}, - "Operating Expenses": {}, - "Total Other Income, Net": {} - }, - "Liquidity and Capital Resources": { - "Liquidity": {}, - "Capital Return to Shareholders": {}, - "Outstanding Indebtedness and Commercial Paper Program": {}, - "Material Cash Requirements and Other Obligations": {} - }, - "Adoption of New and Recently Issued Accounting Pronouncements": {} - }, - "Item 7A. Quantitative and Qualitative Disclosures About Market Risk": {}, - "Item 8. Financial Statements and Supplementary Data": {}, - "Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure": {}, - "Item 9A. Controls and Procedures": {}, - "Item 9B. Other Information": {}, - "Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections": {} - }, - "Part III": { - "Item 10. Directors, Executive Officers and Corporate Governance": {}, - "Item 11. Executive Compensation": {}, - "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters": {}, - "Item 13. Certain Relationships and Related Transactions, and Director Independence": {}, - "Item 14. Principal Accountant Fees and Services": {} - }, - "Part IV": { - "Item 15. Exhibits and Financial Statement Schedules": { - "Opinions on the Financial Statements and Internal Control over Financial Reporting": { - "Basis for Opinions": {}, - "Definition and Limitations of Internal Control over Financial Reporting": {} - }, - "Critical Audit Matters": {}, - "Note 1 - Organization and Summary of Significant Accounting Policies": { - "Our Company": {}, - "Fiscal Year": {}, - "Principles of Consolidation": {}, - "Use of Estimates": {}, - "Revenue Recognition": { - "Product Sales Revenue": {}, - "Contracts with Multiple Performance Obligations": {}, - "Product Warranties": {}, - "Stock-based Compensation": {}, - "Litigation, Investigation and Settlement Costs": {}, - "Foreign Currency Remeasurement": {}, - "Income Taxes": {} - }, - "Net Income Per Share": {}, - "Cash and Cash Equivalents and Marketable Securities": {}, - "Fair Value of Financial Instruments": {}, - "Concentration of Credit Risk": {}, - "Inventories": {}, - "Property and Equipment": {}, - "Leases": {}, - "Goodwill": {}, - "Intangible Assets and Other Long-Lived Assets": {}, - "Business Combination": {}, - "Non-Marketable Equity Securities": {}, - "Recently Issued Accounting Pronouncements": {} - }, - "Note 2 - Groq": {}, - "Note 3 - Stock-Based Compensation": { - "ESPP": {}, - "Equity Incentive Program": { - "Amended and Restated 2007 Equity Incentive Plan": {}, - "Amended and Restated 2012 Employee Stock Purchase Plan": {} - }, - "Equity Award Activity": {} - }, - "Note 4 - Net Income Per Share": {}, - "Note 5 - Goodwill": {}, - "Note 6 - Amortizable Intangible Assets": {}, - "Note 7 - Cash Equivalents and Marketable Securities": {}, - "Note 8 - Non-marketable Equity Securities": {}, - "Note 9 - Balance Sheet Components": {}, - "Note 10 - Derivative Financial Instruments": { - "Foreign Currency Derivatives": {}, - "Facility Lease Guarantees": {} - }, - "Note 11 - Debt": {}, - "Note 12 - Commitments and Contingencies": { - "Commitments": {}, - "Accrual for Product Warranty Liabilities": {}, - "Litigation": {}, - "Accounting for Loss Contingencies": {} - }, - "Note 13 - Income Taxes": {}, - "Note 14 - Shareholders' Equity": {}, - "Note 15 - Employee Retirement Plans": {}, - "Note 16 - Segment Information": {}, - "Note 17 - Leases": {} - }, - "Item 16. 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Total Number ofApproximate Dollar
Shares PurchasedValue of Shares
Total Numberas Part of Publiclythat May Yet Be
of SharesAverage PriceAnnouncedPurchased Under
PurchasedPaid per ShareProgram (Inthe Program (In
Period(In millions)(1)millions)billions)
October 27, 2025 - November 23, 20255.6$ 198.895.6$ 61.1
November 24, 2025 - December 21,
20256.6$ 179.416.6$ 59.9
December 22, 2025 - January 25, 20267.3$ 186.527.3$ 58.5
Total19.519.5
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1/31/20211/30/20221/29/20231/28/20241/26/20251/25/2026
NVIDIA Corporation$ 100.00$ 175.98$ 157.05$ 470.88$ 1,100.68$ 1,448.75
S&P 500$ 100.00$ 121.00$ 112.98$ 137.98$ 174.50$ 200.33
Nasdaq 100$ 100.00$ 112.60$ 95.60$ 138.07$ 173.95$ 206.01
Item 6. [Reserved]
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Year Ended
Jan 25, 2026Jan 26, 2025 Change
($ in millions, except per share data)
Revenue$ 215,938$ 130,497 Up 65%
Gross margin71.1 %75.0 % -3.9 pts
Operating expenses$ 23,076$ 16,405 Up 41%
Operating income$ 130,387$ 81,453 Up 60%
Net income$ 120,067$ 72,880 Up 65%
Net income per diluted share$ 4.90$ 2.94 Up 67%
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Year Ended
$%
Jan 25, 2026Jan 26, 2025 ChangeChange
($ in millions)
Research and development$ 18,497$ 12,914 $5,58343 %
Sales, general and administrative4,5793,4911,08831 %
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Year Ended
$
Jan 25, 2026Jan 26, 2025Change
($ in millions)
Interest income$2,300$1,786$514
Interest expense(259)(247)(12)
Other income, net9,0221,0347,988
Total other income, net$11,063$2,573$8,490
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Jan 25, 2026 Jan 26, 2025
(In millions)
Cash and cash equivalents$ 10,605 $8,589
Marketable securities51,95134,621
Cash, cash equivalents, and marketable securities$ 62,556 $43,210
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Year Ended
Jan 25, 2026 Jan 26, 2025
(In millions)
Net cash provided by operating activities$ 102,718 $ 64,089
Net cash used in investing activities$ (52,228) $ (20,421)
Net cash used in financing activities$ (48,474) $ (42,359)
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(In millions)
Due in one year$1,000
Due in one to five years2,750
Due in five to ten years1,250
Due in greater than ten years3,500
Unamortized debt discount and issuance costs(32)
Net carrying amount$8,468
Less short-term portion999
Total long-term portion$7,469
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NVIDIA Corporation and Subsidiaries
Consolidated Statements of Income
(In millions, except per share data)
Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
Revenue$ 215,938$ 130,497$ 60,922
Cost of revenue62,47532,63916,621
Gross profit153,46397,85844,301
Operating expenses
Research and development18,49712,9148,675
Sales, general and administrative4,5793,4912,654
Total operating expenses23,07616,40511,329
Operating income130,38781,45332,972
Interest income2,3001,786866
Interest expense(259)(247)(257)
Other income, net9,0221,034237
Total other income, net11,0632,573846
Income before income tax141,45084,02633,818
Income tax expense21,38311,1464,058
Net income$ 120,067$ 72,880$ 29,760
Net income per share:
Basic$ 4.93$ 2.97$ 1.21
Diluted$ 4.90$ 2.94$ 1.19
Weighted average shares used in per share computation:
Basic24,35924,55524,690
Net income$ 120,067$ 72,880$ 29,760
Other comprehensive income, net of tax
Available-for-sale securities:
Net change in unrealized gain107180
Cash flow hedges:
Net change in unrealized gain (loss)43—(10)
Other comprehensive income, net of tax150170
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Jan 25, 2026Jan 26, 202
Assets
Current assets:
Cash and cash equivalents$ 10,605$ 8,58
Marketable securities51,95134,62
Accounts receivable, net38,46623,06
Inventories21,40310,08
Prepaid expenses and other current assets3,1803,77
Total current assets125,60580,12
Property and equipment, net10,3836,28
Operating lease assets2,8671,79
Goodwill20,8325,18
Intangible assets, net3,30680
Deferred income tax assets13,25810,97
Non-marketable equity securities22,2513,38
Other assets8,3013,03
Total assets$ 206,803$ 111,60
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable$ 9,812$ 6,31
Accrued and other current liabilities21,35211,73
Short-term debt999
Total current liabilities32,16318,04
Long-term debt7,4698,46
Long-term operating lease liabilities2,5721,51
Other long-term liabilities7,3064,24
Total liabilities49,51032,27
Commitments and contingencies - see Note 12—
Shareholders’ equity:
Preferred stock, $0.001 par value; 2 shares authorized; none issued—
Common stock, $0.001 par value; 80,000 shares authorized; 24,304 shares
issued and outstanding as of January 25, 2026; 24,477 shares issued and
outstanding as of January 26, 2025242
Additional paid-in capital10,11811,23
Accumulated other comprehensive income1782
Retained earnings146,97368,03
Total shareholders' equity157,29379,32
Total liabilities and shareholders' equity$ 206,803$ 111,60
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Accumulated
Common StockAdditionalOtherTotal
OutstandingPaid-inComprehensiveRetainedShareholders'
Shares AmountCapitalIncome (Loss)EarningsEquity
(In millions, except per share data)
Balances as of Jan 29, 202324,661 $ 25$11,948$ (43)$10,171$ 22,101
Net income— ———29,76029,760
Other comprehensive income— ——70—70
Issuance of common stock265 —403——403
Tax withholding related to common stock(72) —(2,783)——(2,783)
Shares repurchased(211) —(27)—(9,719)(9,746)
Cash dividends declared and paid ($0.016 per common share)— ———(395)(395)
Stock-based compensation— —3,568——3,568
Balances as of Jan 28, 202424,643 2513,1092729,81742,978
Net income— ———72,88072,880
Other comprehensive income— ——1—1
Issuance of common stock203 —490——490
Tax withholding related to common stock(59) —(6,930)——(6,930)
Shares repurchased(310) (1)(189)—(33,825)(34,015)
Cash dividends declared and paid ($0.034 per common share)— ———(834)(834)
Stock-based compensation— —4,757——4,757
Balances as of Jan 26, 202524,477 2411,2372868,03879,327
Net income— ———120,067120,067
Other comprehensive income— ——150—150
Issuance of common stock160 —644——644
Tax withholding related to common stock(51) —(7,948)——(7,948)
Shares repurchased(282) —(230)—(40,158)(40,388)
Cash dividends declared and paid ($0.04 per common share)— ———(974)(974)
Fair value of partially vested equity awards assumed in connection with
acquisitions— —28——28
Stock-based compensation— —6,387——6,387
Balances as of Jan 25, 202624,304 $ 24$10,118$ 178$146,973$ 157,293
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
Cash flows from operating activities:
Net income$ 120,067$ 72,880$ 29,760
Adjustments to reconcile net income to net cash provided by operating
activities:
Stock-based compensation expense6,3864,7373,549
Depreciation and amortization2,8431,8641,508
Gains on non-marketable equity securities and publicly-held
equity securities, net(8,918)(1,030)(238)
Deferred income taxes(1,424)(4,477)(2,489)
Other(287)(502)(278)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(15,399)(13,063)(6,172)
Inventories(11,324)(4,781)(98)
Prepaid expenses and other assets577(395)(1,522)
Accounts payable3,0963,3571,531
Accrued and other current liabilities5,2574,2782,025
Other long-term liabilities1,8441,221514
Net cash provided by operating activities102,71864,08928,090
Cash flows from investing activities:
Proceeds from sales of marketable securities15,15749550
Proceeds from maturities of marketable securities11,22611,1959,732
Proceeds from sales of non-marketable equity securities841711
Purchases of marketable securities(40,616)(26,575)(18,211)
Purchases of non-marketable equity securities(17,502)(1,486)(862)
Groq, Inc.(13,000)——
Purchases related to property and equipment and intangible
assets(6,042)(3,236)(1,069)
Acquisitions, net of cash acquired(1,535)(1,007)(83)
Other—22(124)
Net cash used in investing activities(52,228)(20,421)(10,566)
Cash flows from financing activities:
Proceeds related to employee stock plans644490403
Payments related to repurchases of common stock(40,086)(33,706)(9,533)
Payments related to employee stock plan taxes(7,948)(6,930)(2,783)
Dividends paid(974)(834)(395)
Principal payments on property and equipment and intangible
assets(101)(129)(74)
Repayment of debt—(1,250)(1,250)
Other(9)—(1)
Net cash used in financing activities(48,474)(42,359)(13,633)
Change in cash and cash equivalents2,0161,3093,891
Cash and cash equivalents at beginning of period8,5897,2803,389
Cash and cash equivalents at end of period$ 10,605$ 8,589$ 7,280
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net$ 20,288$ 15,118$ 6,549
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
Cost of revenue$ 261$ 178$ 141
Research and development4,6763,4232,532
Sales, general and administrative1,4491,136876
Total$ 6,386$ 4,737$ 3,549
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Year Ended
Jan 25, 2026Jan 26, 2025 Jan 28, 2024
(In millions, except per share data)
RSUs, PSUs and Market-based PSUs
Awards granted7089140
Estimated total grant-date fair value$ 9,389$ 7,834 $5,316
Weighted average grant-date fair value per share$ 133.97$ 87.99 $37.41
ESPP
Shares purchased133030
Weighted average price per share$ 49.13$ 17.74 $15.81
Weighted average grant-date fair value per share$ 20.75$ 8.61 $6.99
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Year Ended
Jan 25, 2026Jan 26, 2025 Jan 28, 2024
(Using the Black-Scholes model)
ESPP
Weighted average expected life (in years)0.1-2.00.1-2.0 0.1-2.0
Risk-free interest rate3.5%-4.3%3.6%-5.4% 3.9%-5.5%
Volatility26%-96%31%-75% 31%-67%
Dividend yield0.03%0.03% 0.06%
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RSUs, PSUs and Market-based PSUs Outstanding
Weighted Average
Grant-Date Fair Value
Number of Shares Per Share
(In millions, except per share data)
Balance as of Jan 26, 2025274 $ 44.75
Granted70 $ 133.97
Vested(146) $ 39.14
Canceled and forfeited(9) $ 59.29
Balance as of Jan 25, 2026189 $ 81.51
Vested and expected to vest after Jan 25, 2026188 $ 81.15
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Year Ended
Jan 25, 2026Jan 26, 2025 Jan 28, 2024
(In millions, except per share data)
Numerator:
Net income$ 120,067$ 72,880 $ 29,760
Denominator:
Basic weighted average shares24,35924,555 24,690
Dilutive impact of outstanding equity awards155249 250
Diluted weighted average shares24,51424,804 24,940
Net income per share:
Basic (1)$ 4.93$ 2.97 $ 1.21
Diluted (2)$ 4.90$ 2.94 $ 1.19
Anti-dilutive equity awards excluded from diluted net income per share4151 150
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Jan 25, 2026Jan 26, 2025
GrossNet GrossNet
CarryingAccumulatedCarrying CarryingAccumulatedCarrying
AmountAmortizationAmount AmountAmortizationAmount
(In millions)
Acquisition-related
intangible assets$5,656$ (2,580)$3,076 $2,900$ (2,264)$636
Patents and licensed
technology528(298)230449(278)171
Total intangible assets$6,184$ (2,878)$3,306 $3,349$ (2,542)$807
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Future Amortization Expense
(In millions)
Fiscal Year:
2027$923
2028729
2029592
2030511
2031468
2032 and thereafter83
Total$3,306
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Jan 25, 2026
Reported as
Cost or
PricingAmortizedUnrealizedUnrealized EstimatedCashMarketableOther
CategoryCostGainLoss Fair ValueEquivalentsSecuritiesAssets
(In millions)
Debt securities
issued by the
U.S. TreasuryLevel 2$ 21,635$ 77$ (3) $ 21,709$ —$ 21,709$ —
Corporate debt
securitiesLevel 215,41092(3) 15,49934515,154—
Debt securities
issued by U.S.
government
agenciesLevel 22,1574— 2,161—2,161—
Certificates of
depositLevel 2110—— 110110——
Foreign
government
bondsLevel 2401— 41—41—
Money market
fundsLevel 17,830—— 7,8307,830——
Publicly-held
equity
securities (1) (2)Level 117,726—12,8864,840
Total$ 47,182$ 174$ (6) $ 65,076$ 8,285$ 51,951$ 4,840
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Jan 26, 2025
Reported asCost or
PricingAmortized Unrealized Unrealized Estimated Cash Marketable
CategoryCost Gain Loss Fair Value Equivalents Securities
(In millions)
Corporate debt
securitiesLevel 2$ 18,504 $ 51 $ (29) $ 18,526 $ 2,071 $ 16,455
Debt securities
issued by the U.S.
TreasuryLevel 216,749 42 (22) 16,769 1,801 14,968
Debt securities
issued by U.S.
government
agenciesLevel 22,775 7 (5) 2,777 — 2,777
Foreign government
bondsLevel 2177 — — 177 137 40
Certificates of
depositLevel 297 — — 97 97 —
Money market
fundsLevel 13,760 — — 3,760 3,760 —
Publicly-held equity
securitiesLevel 1381 — 381
Total$ 42,062 $ 100 $ (56) $ 42,487 $ 7,866 $ 34,621
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Jan 25, 2026Jan 26, 2025
Less than 12 Months Less than 12 Months
GrossGross
Estimated Unrealized EstimatedUnrealized
Fair Value Loss Fair ValueLoss
(In millions)
Debt securities issued by the U.S. Treasury$ 10,666 $ (3) $6,315 $ (22)
Corporate debt securities1,332 (3)5,291 (29)
Debt securities issued by U.S. government agencies1,134 —816 (5)
Total$ 13,132 $ (6) $12,422 $ (56)
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Jan 25, 2026
(In millions)
Less than one year$20,427
Due in 1 - 5 years19,093
Total$39,520
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Year Ended
Jan 25, 2026 Jan 26, 2025
(In millions)
Balance at beginning of period$3,387 $ 1,321
Adjustments related to non-marketable equity securities:
Net additions17,444 1,309
Unrealized gains2,369 816
Reclassification (1)(848) —
Impairments and unrealized losses(101) (59)
Balance at end of period$22,251 $ 3,387
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Jan 25, 2026 Jan 26, 2025
Inventories:(In millions)
Raw materials$3,807 $3,408
Work in process8,8223,399
Finished goods8,7743,273
Total inventories (1)$21,403 $10,080
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Estimated
Jan 25, 2026 Jan 26, 2025Useful Life
Property and Equipment:(In millions)(In years)
Land$ 777 $511(A)
Buildings, leasehold improvements, and furniture2,8912,076(B)
Equipment, compute hardware, and software12,6197,5682-7
Construction in process683529(C)
Total property and equipment, gross16,97010,684
Accumulated depreciation and amortization(6,587)(4,401)
Total property and equipment, net$ 10,383 $6,283
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Jan 25, 2026 Jan 26, 2025
Accrued and Other Current Liabilities:(In millions)
Customer program accruals$5,318 $4,880
Accrued purchase consideration3,9219
Product warranty2,8071,290
Excess inventory purchase obligations (1)2,7392,095
Taxes payable2,669881
Deferred revenue (2)1,379837
Accrued payroll and related expenses1,146848
Other1,373897
Total accrued and other current liabilities$21,352 $11,737
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Jan 25, 2026 Jan 26, 2025
Other Long-Term Liabilities:(In millions)
Income tax payable (1)$3,958 $2,188
Deferred income tax1,774886
Deferred revenue (2)1,193976
Other381195
Total other long-term liabilities$7,306 $4,245
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Jan 25, 2026 Jan 26, 2025
(In millions)
Balance at beginning of period$1,813 $1,337
Deferred revenue additions (1)11,1375,083
Revenue recognized (2)(10,378)(4,607)
Balance at end of period$2,572 $1,813
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ExpectedEffective
Remaining TermInterest
(years)RateJan 25, 2026 Jan 26, 2025
(In millions)
3.20% Notes Due 20260.63.31%1,0001,000
1.55% Notes Due 20282.41.64%1,2501,250
2.85% Notes Due 20304.22.93%1,5001,500
2.00% Notes Due 20315.42.09%1,2501,250
3.50% Notes Due 204014.23.54%1,0001,000
3.50% Notes Due 205024.23.54%2,0002,000
3.70% Notes Due 206034.23.73%500500
Unamortized debt discount and issuance costs(32)(37)
Net carrying amount8,4688,463
Less short-term portion(999)—
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
Balance at beginning of period$1,290$306$82
Additions2,4741,203278
Utilization(957)(219)(54)
Balance at end of period$2,807$1,290$306
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
Current income taxes:
Federal$ 19,039$ 14,032$ 5,710
State1,218892335
Foreign2,550699502
Total current22,80715,6236,547
Deferred income taxes:
Federal(1,364)(4,515)(2,499)
State(885)(242)(206)
Foreign825280216
Total deferred(1,424)(4,477)(2,489)
Income tax expense$ 21,383$ 11,146$ 4,058
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
U.S.$ 123,181$ 77,456$ 29,495
Foreign18,2696,5704,323
Income before income tax$ 141,450$ 84,026$ 33,818
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The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21.0
to income before income taxes for the fiscal year ended January 25, 2026 as follows:
Year Ended
Jan 25, 2026
(In millions, except
percentages)
US Federal Statutory Tax Rate $ 29,704 21.0 %
State and Local Income Taxes, Net of Federal Income Tax Effect (1) 258 0.2 %
Foreign tax effects
Israel
Reduced statutory tax rate on qualifying income (3,064) (2.2) %
Other 1,606 1.2 %
Other foreign jurisdictions 741 0.5 %
Effect of cross-border tax laws
Foreign-derived deduction eligible income (4,208) (3.0)%
Other (142) (0.1) %
Tax credits (1,933) (1.4) %
Nontaxable or nondeductible items
Stock-based compensation (1,475) (1.0)%
Other 29 — %
Other (2) (133) (0.1) %
Income tax expense $ 21,383 15.1 %
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Year Ended
Jan 26, 2025Jan 28, 2024
(In millions, except percentages)
Tax expense computed at federal statutory rate$17,64521.0 % $ 7,10221.0 %
Expense (benefit) resulting from:
State income taxes, net of federal tax effect5540.7 % 1200.4 %
Foreign-derived deduction eligible income(2,976)(3.5) % (1,408)(4.2)%
Stock-based compensation(2,097)(2.5)% (741)(2.2) %
U.S. federal research and development tax credit(990)(1.2) % (431)(1.3) %
Foreign tax rate differential(984)(1.2) % (467)(1.4)%
Other(6)— % (117)(0.3)%
Income tax expense$11,14613.3 % $ 4,05812.0 %
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Year Ende
Jan 25, 202
(In millions)
Federal$ 16,7
State
California1,0
Other1,0
Foreign
Israel1,2
Other1
Total income taxes paid, net of refunds$ 20,2
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Jan 25, 2026 Jan 26, 2025
(In millions)
Deferred tax assets:
Capitalized research and development expenditure$ 5,436 $6,256
Net controlled foreign corporation tested income deferred tax assets5,3892,820
Accruals and reserves, not currently deductible for tax purposes3,6442,058
Research and other tax credit carryforwards718759
Operating lease liabilities554299
Net operating loss and capital loss carryforwards443456
Other deferred tax assets679566
Gross deferred tax assets16,86313,214
Less valuation allowance(768)(1,610)
Total deferred tax assets16,09511,604
Deferred tax liabilities:
Equity investments(2,227)(264)
Unremitted earnings of foreign subsidiaries(1,813)(891)
Operating lease assets(533)(286)
Acquired intangibles(38)(70)
Gross deferred tax liabilities(4,611)(1,511)
Net deferred tax asset (1)$ 11,484 $10,093
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Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
Balance at beginning of period$ 2,861$ 1,670$ 1,238
Increases in tax positions for current year1,9591,268616
Increases in tax positions for prior years574887
Lapse in statute of limitations(224)(27)(19)
Decreases in tax positions for prior years(157)(88)(148)
Settlements(76)(10)(104)
Balance at end of period$ 4,420$ 2,861$ 1,670
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Compute &
NetworkingGraphicsTotal
(In millions)
Year Ended Jan 25, 2026
Revenue$193,479$22,459$215,938
Other segment items (1)63,33813,30376,641
Operating income$130,141$9,156$139,297
Year Ended Jan 26, 2025
Revenue$116,193$14,304$130,497
Other segment items (1)33,3189,21942,537
Operating income$82,875$5,085$87,960
Year Ended Jan 28, 2024
Revenue$47,405$13,517$60,922
Other segment items (1)15,3897,67123,060
Operating income$32,016$5,846$37,862
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
Segment operating income$ 139,297$ 87,960$ 37,862
Stock-based compensation expense(6,386)(4,737)(3,549)
Unallocated operating expenses(1,997)(1,171)(728)
Acquisition-related and other costs(527)(599)(613)
Interest income2,3001,786866
Interest expense(259)(247)(257)
Other income, net9,0221,034237
Consolidated income before income tax$ 141,450$ 84,026$ 33,818
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
Geographic RevenuebaseduponCustomerHeadquarters
Location (1):(In millions)
United States$ 149,617$ 77,482$ 31,533
Taiwan (2)42,34523,60014,912
China (including Hong Kong)19,67725,04812,330
Other4,2994,3672,147
Total revenue$ 215,938$ 130,497$ 60,922
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
Revenue by End Market:(In millions)
Data Center$ 193,737$ 115,186$ 47,525
Compute162,361102,19638,950
Networking31,37612,9908,575
Gaming16,04211,35010,447
Professional Visualization3,1911,8781,553
Automotive2,3491,6941,091
OEM and Other619389306
Total revenue$ 215,938$ 130,497$ 60,922
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Jan 25, 2026 Jan 26, 2025
Long-lived assets:(In millions)
United States$ 5,125 $3,626
Taiwan3,2191,481
Israel1,471840
Other568336
Total long-lived assets$ 10,383 $6,283
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Operating Lease
Obligations
(In millions)
Fiscal Year:
2027$493
2028485
2029457
2030381
2031314
2032 and thereafter1,494
Total3,624
Less imputed interest680
Present value of net future minimum lease payments2,944
Less short-term operating lease liabilities372
Long-term operating lease liabilities$2,572
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Year Ended
Jan 25, 2026Jan 26, 2025Jan 28, 2024
(In millions)
Supplemental cash flows information
Operating cash flow used for operating leases$428$313.0$286.0
Operating lease assets obtained in exchange
for lease obligations$1,439$877.0$531.0
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Balance at
Beginning ofBalance at
DescriptionPeriodAdditionsDeductionsEnd of Period
(In millions)
Fiscal year 2026
Allowance for doubtful accounts$ 4$—(1) $ — (1)$ 4
Sales return allowance$ 82$188(2) $ (100) (4)$ 170
Deferred tax valuation allowance$ 1,610$31(3) $ (873) (3)$ 768
Fiscal year 2025
Allowance for doubtful accounts$ 4$—(1) $ — (1)$ 4
Sales return allowance$ 109$151(2) $ (178) (4)$ 82
Deferred tax valuation allowance$ 1,552$58(3) $ — (3)$ 1,610
Fiscal year 2024
Allowance for doubtful accounts$ 4$—(1) $ — (1)$ 4
Sales return allowance$ 26$213(2) $ (130) (4)$ 109
Deferred tax valuation allowance$ 1,484$162(3) $ (94) (3)$ 1,552
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2007 PlanNVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
ACAudit Committee of the Board
ASC 718Financial Accounting Standards Board Accounting Standards Codification Topic 718: Compensation - Stock
Compensation
Base CompensationPerformance goal necessary to earn the target award under the Variable Cash Plan and for the target
Plannumbers of SY PSUs and MY PSUs to become eligible to vest
BoardThe Company’s board of directors
BylawsThe Company’s Amended and Restated Bylaws
CAP“Compensation actually paid,” as defined under Item 402(v) of Regulation S-K
CCCompensation Committee of the Board
CD&ACompensation Discussion and Analysis
CEOChief Executive Officer
CFOChief Financial Officer
CharterThe Company’s Restated Certificate of Incorporation
Control NumberIdentification number for each stockholder included in Notice or proxy card
CSCorporate Sustainability
CSSCCorporate Sustainability Steering Committee
DEIDiversity, Equity, and Inclusion
ERMEnterprise Risk Management
ESPPNVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
EVPExecutive Vice President
Exchange ActSecurities Exchange Act of 1934, as amended
Fiscal 20__The Company’s fiscal year ended on the last Sunday in January of the stated year
Form 10-KThe Company’s Annual Report on Form 10-K for Fiscal 2026 filed with the SEC on February 25, 2026
GAAPGenerally accepted accounting principles in the United States
GHGGreenhouse gas
Internal RevenueU.S. Internal Revenue Code of 1986, as amended
Code
Lead DirectorLead independent director
MeetingAnnual Meeting of Stockholders
MY PSUsMulti-year PSUs based on 3-year TSR relative to the S&P 500 with a three-year performance metric, vesting
after three years
NasdaqThe Nasdaq Stock Market LLC
NCGCNominating and Corporate Governance Committee of the Board
NEOsNamed Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated
executive officers as of the end of Fiscal 2026
Non-GAAP OperatingGAAP operating income, as the Company reports in its SEC filings, excluding stock-based compensation
Incomeexpense, acquisition-related and other costs, and other. Please see Reconciliation of Non-GAAP Financial
Measures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results
NoticeNotice of Internet Availability of Proxy Materials
NVIDIA, Company,NVIDIA Corporation, a Delaware corporation
we, us, our
NYSENew York Stock Exchange
PSUPerformance stock unit
PwCPricewaterhouseCoopers LLP
RSURestricted stock unit
S&P 500Standard & Poor’s 500 Composite Index
SECU.S. Securities and Exchange Commission
Section 162(m)Section 162(m) of the Internal Revenue Code
Securities ActSecurities Act of 1933, as amended
StretchPerformance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum
Compensation Plannumbers of SY PSUs and MY PSUs to become eligible to vest
SY PSUsPSUs based on annual Non-GAAP Operating Income performance with a single-year performance metric,
vesting over four years
ThresholdMinimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY
PSUs to become eligible to vest
TSRTotal shareholder return
Variable Cash PlanThe Company’s variable cash compensation plan
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Fiscal 2026 Results
RevenueGross Margin Operating IncomeDiluted Earnings Per
Share
$215.9 billion71.1% $130.4 billion$4.90
up 65% year on yeardown 3.9 points year on year up 60% year on yearup 67% year on year
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Fiscal 2026 Reportable Segments
Our two reportable segments are “Compute & Networking” and “Graphics”:
Compute & Networking Graphics Total
$193.5 billion (1) $22.5 billion (1) $215.9 billion
Revenue
up 67% year on year up 57% year on year up 65% year on year
Operating $130.1 billion $9.2 billion $139.3 billion
Income (2) up 57% year on year up 80% year on year up 58% year on year
(1)This figure has been rounded to the nearest tenth of a billion. Due to rounding, the sum of the figures does not equal the total as presented.
(2)Segment operating income differs from consolidated operating income as certain expenses are not allocated to either Compute & Networking or
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Effect of
BoardVote RequiredEffect ofBroker Non-
MatterPageRecommendsfor ApprovalAbstentionsVotes
Management Proposals:
FOR each
1 Election of Ten Directors14directorMore FOR than AGAINSTNoneNone
nomineevotes
Majority of shares present,
2 Advisory Approval of Our Executive Compensation37FORin person or represented by proxy, and entitled toAgainstNone
vote on this matter
Ratification of the Selection
of PwC as Our IndependentMajority of shares present,
3 Registered Public58FORin person or represented
Accounting Firm for Fiscalby proxy, and entitled toAgainstN/A*
2027vote on this matter
Stockholder Proposals:
Majority of shares present,
Simple Majority Vote 461AGAINSTin person or represented
Standardby proxy, and entitled toAgainstNone
vote on this matter
Report on Faith-BasedMajority of shares present,
5 Community Resource63AGAINSTin person or represented by proxy, and entitled toAgainstNone
Groupsvote on this matter
Majority of shares present,
Report on Workforce Civil 6 NoneLiberties65AGAINSTin person or represented by proxy, and entitled toAgainst
vote on this matter
Majority of shares present,
Greenhouse Gas Emissions 767AGAINSTin person or represented
Disclosureby proxy, and entitled toAgainstNone
vote on this matter
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DirectorFinancialCommitteePublic Company
NameAgeSinceIndependentExpert (1)MembershipBoards
Tench Coxe681993üAC, CC
John O. Dabiri462020üCC, NCGC
Jen-Hsun Huang631993
Dawn Hudson682013üüCC Chairperson
Harvey C. Jones731993üüAC, NCGC
Melissa B. Lora632023üüAC, NCGC1
Stephen C. Neal
772019NCGC Chairperson
(Lead Director)ü
A. Brooke Seawell781997üüAC Chairperson1
Aarti Shah612020üAC, CC1
Mark A. Stevens662008 (2)üCC, NCGC
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PERFORMANCE GOALS
Variable Cash PlanSY PSUsMY PSUs
Fiscal 2026 Revenue Opportunity % of Target Payout as aFiscal 2026 Non- GAAP Operating Income (1) Target Opportunity Shares Eligible to Vest as a % ofFiscal 2024 to 20263-Year Relative TSR Target OpportunityShares Eligible to Vest as a % of
Threshold$100.0 billion 50%$46.0 billion 50%25th percentile 25%
Base Compensation
Plan$130.0 billion 100%$71.0 billion 100%50th percentile 100%
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Compensation Plan$160.0 billion (2) 200%$96.0 billion (2)Other NEOs 200%75th percentile Other NEOs 200%
PERFORMANCE ACHIEVEMENT AND PAYOUTS
Variable Cash PlanSY PSUsMY PSUs
Performance
Achievement for$215.9 billion$137.3 billion100th percentile
Period Ended FiscalrevenueNon-GAAP Operating Income (1)3-year TSR relative to S&P 500
2026 (3)(1,055%)
Payout as % of Target Opportunity200%CEO 150% Other NEOs 200%CEO 150%Other NEOs 200%
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ProposalEffect ofBroker
NumberProposal DescriptionVote Required for ApprovalAbstentionsNon-Votes
1Election of ten directorsMore FOR than AGAINST votesNoneNone
2Advisory approval of our executive compensationMajority of shares present, in person or represented by proxy, and entitled to vote on this matterAgainstNone
Ratification of the selection of PwCMajority of shares present, in
3as our independent registered publicperson or represented by proxy,AgainstN/A*
accounting firm for Fiscal 2027and entitled to vote on this matter
4Stockholder Proposal: Simple Majority Vote StandardMajority of shares present, in person or represented by proxy, and entitled to vote on this matterAgainstNone
Stockholder Proposal: Report onMajority of shares present, in
5Faith-Based Community Resourceperson or represented by proxy,AgainstNone
Groupsand entitled to vote on this matter
6Stockholder Proposal: Report on Workforce Civil LibertiesMajority of shares present, in person or represented by proxy, and entitled to vote on this matterAgainstNone
7Stockholder Proposal: Greenhouse Gas Emissions DisclosureMajority of shares present, in person or represented by proxy, and entitled to vote on this matterAgainstNone
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Other Public
DirectorFinancialCommitteeCompany
NameAgeSince OccupationIndependentExpert (1)MembershipBoards
Tench Coxe681993 Former Managing Director, Sutter Hill VenturesüAC, CC
Centennial Professor of
John O. Dabiri462020 Aeronautics and Mechanical Engineering, California InstituteüCC, NCGC
of Technology
Jen-Hsun Huang631993 President & CEO, NVIDIA Corporation
Former Chief Marketing Officer,
Dawn Hudson682013 National Football League & Former CEO Pepsi-Cola NorthüüCC Chairperson
America
Harvey C. Jones731993 Managing Partner, Square Wave VenturesüüAC, NCGC
Melissa B. Lora632023 Former President, Taco Bell InternationalüüAC, NCGC1
Stephen C. Neal
ü(Lead Director)772019 Chairman Emeritus & Senior Counsel, Cooley LLPNCGC Chairperson
A. Brooke Seawell781997 Venture Partner, New Enterprise AssociatesüüAC Chairperson1
Former Senior Vice President &
Aarti Shah612020 Chief Information and DigitalüAC, CC1
Officer, Eli Lilly and Company
Mark A. Stevens662008 (2) Managing Partner, S-Cubed CapitalüCC, NCGC
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NameFees Earned or Paid in Cash ($)Stock Awards ($) (1)Total ($)
Robert K. Burgess (2)63,750278,809342,559
Tench Coxe85,000278,809363,809
John O. Dabiri85,000278,809363,809
Persis S. Drell85,000278,809363,809
Dawn Hudson85,000278,809363,809
Harvey C. Jones85,000278,809363,809
Melissa B. Lora85,000278,809363,809
Stephen C. Neal85,000278,809363,809
Ellen Ochoa (3)42,500278,809321,309
A. Brooke Seawell85,000278,809363,809
Aarti Shah85,000278,809363,809
Mark A. Stevens85,000278,809363,809
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NameRSUsNameRSUs
Robert K. Burgess (1)—Melissa B. Lora (3)1,880
Tench Coxe900Stephen C. Neal900
John O. Dabiri900Ellen Ochoa (4)—
Persis S. Drell (2)—A. Brooke Seawell900
Dawn Hudson900Aarti Shah900
Harvey C. Jones900Mark A. Stevens900
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Total Shares
Shares IssuableBeneficially
Name of Beneficial OwnerShares OwnedWithin 60 DaysOwnedPercent
NEOs:
Jen-Hsun Huang870,604,104 (1)—870,604,1043.58%
Colette M. Kress4,443,523 (2)—4,443,523*
Ajay K. Puri3,266,897 (3)—3,266,897*
Debora Shoquist1,580,729 (4)—1,580,729*
Timothy S. Teter2,687,197 (5)—2,687,197*
Directors, not including Mr. Huang:
Tench Coxe30,555,240 (6)—30,555,240*
John O. Dabiri13,88890014,788*
Dawn Hudson367,987900368,887*
Harvey C. Jones7,002,787 (7)9007,003,687*
Melissa B. Lora899 (8)9001,799*
Stephen C. Neal183,967 (9)900184,867*
A. Brooke Seawell2,505,707 (10)9002,506,607*
Aarti Shah25,620 (11)—25,620*
Mark A. Stevens34,068,672 (12)90034,069,572*
Directors and executive officers as a group (14 persons)957,307,217 (13)6,300957,313,5173.94%
5% Stockholders:
BlackRock, Inc.1,805,935,550 (14)—1,805,935,5507.43%
Vanguard Capital Management1,777,408,252 (15)—1,777,408,2527.31%
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Fiscal 2026 Non-GAAP3-Year TSR Relative to S&P 500
Fiscal 2026 RevenueOperating Income (1)(Fiscal 2024 to 2026) (2)
Stretch Compensation Plan Goal$160.0 billion (3)$96.0 billion (3)75th percentile
Performance Achievement for
Period Ended Fiscal 2026$215.9 billion$137.3 billion100th Percentile (1,055%)
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Alphabet Inc. (GOOG)Meta Platforms, Inc. (META)
Amazon.com, Inc. (AMZN)Microsoft Corporation (MSFT)
Apple Inc. (AAPL)Netflix, Inc. (NFLX)
Broadcom Inc. (AVGO)Oracle Corporation (ORCL)
Cisco Systems, Inc. (CSCO)Qualcomm Incorporated (QCOM)
International Business Machines Corporation (IBM)Salesforce, Inc. (CRM)
Intel Corporation (INTC)Visa Inc. (V)
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Fixed
CompensationAt-Risk Compensation
Base SalaryVariable CashSY PSUsMY PSUsRSUs (1)
FormCashCashEquityEquityEquity
WhoNEOsNEOsNEOsNEOsNEOs (except our CEO,
Receiveswhose equity awards
are solely PSUs)
PerformanceN/ARevenueNon-GAAP Operating IncomeTSR relative to the S&P 500N/A
Measure(determines(determines number of shares(determines number of
cash payout)eligible to vest)shares eligible to vest)
PerformanceN/A1 year1 year3 yearsN/A
Period
VestingN/AN/A4 years from grant3 years from grant4 years from grant
Period
VestingN/AN/AIf at least Threshold goal achieved,If at least Threshold goal6.25% vests quarterly
Terms25% on approximately the 1-yearachieved, 100% onfrom the grant date (2)
anniversary of the grant date;approximately the 3-year
6.25% quarterly thereafteranniversary of the grant
TimeframeAnnualAnnualLong-termdLoanteg-termLong-term
Emphasized
PurposeCompensateReward forAlign with stockholder interests byAlign with long-termAlign with stockholder
for expectedannuallinking NEO pay to annualstockholder interests byinterests by linking NEO
day-to-daycorporateoperational performance andlinking NEO pay to multi-yearpay to ongoing stock
performancefinancialongoing stock price performancerelative shareholder returnprice performance
performanceduring the vesting periodand ongoing stock price
performance during the
vesting period
MaximumN/A200% of150% of Mr. Huang’s SY PSU target150% of Mr. Huang’s MY PSU100% of grant
Amount Thattargetopportunity and 200% of our othertarget opportunity and 200%
Can BeopportunityNEOs’ respective SY PSU targetof our other NEOs’ respectiveUltimate value delivered
Earnedunder ouropportunityMY PSU target opportunitydepends on stock price
Variable Cashon date shares vest
PlanUltimate value delivered dependsUltimate value delivered
on stock price on date earneddepends on stock price on
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Variable Cash PlanSY PSUsMY PSUs
MetricRevenueNon-GAAP Operating IncomeTSR relative to the S&P 500
Timeframe1 year1 year3 years
CC’s Rationale forDrives value, contributes toDrives value, contributes toAligns directly with long-term
MetricCompany’s long-term successCompany’s long-term successshareholder value creation
Focuses on growth in new andReflects our annual revenueProvides comparison of our stock
existing marketsgeneration and effective operatingprice performance, including
expense managementdividends, against a capital market
Distinct, separate metric from Non-index in which we compete
GAAP Operating IncomeDistinct, separate metrics from
revenueRelative performance goal accounts
for macroeconomic factors impacting
the market
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PERFORMANCE GOALS
Variable Cash PlanSY PSUsMY PSUs
Fiscal 2026 Payout as a % ofFiscal 2026 Non- Shares Eligible to Vest as a % ofFiscal 2026 to 2028Shares Eligible to Vest as a % of
Revenue Opportunity (1) TargetGAAP Operating Income (2) Opportunity (1) Target3-Year Relative TSR (3)Target Opportunity (1)
Threshold$100.0 billion 50%$46.0 billion 50%25th percentile25%
Base Compensation
Plan$130.0 billion 100%$71.0 billion 100%50th percentile100%
Stretch Compensation Plan$160.0 billion (4) 200%$96.0 billion (4) Other NEOs 200% CEO 150%75th percentileCEO 150% Other NEOs 200%
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PERFORMANCE ACHIEVEMENT AND PAYOUTS
Variable Cash Plan SY PSUs MY PSUs (1)
Performance100th percentile
Achievement for Period$215.9 billion $137.3 billion
Ended Fiscal 2026 (2)revenue Non-GAAP Operating Income (3)3-year TSR relative to S&P 500 (1,055%)
Payout as % of Target Opportunity200% Other NEOs 200% (4) CEO 150% Other NEOs 200% (5)CEO 150%
(1) Represents performance achievement and payout of MY PSUs granted in Fiscal 2024, with a performance period measured from the start of Fiscal
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Jen-Hsun Huang
President & CEOTarget Pay ($)Fiscal 2026 Compensation ActionsFiscal 2026 Performance-Based Payouts
Base Salary1,500,000Flat with Fiscal 2025
Fiscal 2026 revenue exceeded Stretch Compensation Plan
Variable Cash3,000,000Flat with Fiscal 2025goal, resulting in 200% payout under Variable Cash Plan
($6,000,000)
Cash4,500,000Flat with Fiscal 2025
Up $1.8 million, or 13%, from Fiscal 2025Fiscal 2026 Non-GAAP Operating Income exceeded Stretch
SY PSUs15,500,000target, resulting in 119,607 shares targetCompensation Plan goal, resulting in 150% of target
opportunity granted in Fiscal 2026opportunity (179,411 shares) becoming eligible to vest
Up $1.8 million, or 13%, from Fiscal 2025Fiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs
MY PSUs15,500,000target, resulting in 119,607 shares targetgranted in Fiscal 2024 achieved at Stretch Compensation
opportunity granted in Fiscal 2026Plan level, resulting in 150% of target opportunity (757,360 shares) becoming eligible to vest
Equity31,000,000Up $3.5 million, or 13%, from Fiscal 2025 target
TOTAL35,500,000Up $3.5 million, or 11%, from Fiscal 2025 target
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EVP & CFOTarget Pay ($)Fiscal 2026 Compensation ActionsFiscal 2026 Performance-Based Payouts
Base Salary900,000Flat with Fiscal 2025
Fiscal 2026 revenue exceeded Stretch Compensation Plan
Variable Cash300,000Flat with Fiscal 2025goal, resulting in 200% payout under Variable Cash Plan
($600,000)
Cash1,200,000Flat with Fiscal 2025
Up $0.2 million, or 7%, from Fiscal 2025Fiscal 2026 Non-GAAP Operating Income exceeded Stretch
SY PSUs3,699,807target, resulting in 28,550 shares targetCompensation Plan goal, resulting in 200% of target
opportunity granted in Fiscal 2026opportunity (57,100 shares) becoming eligible to vest
Up $0.2 million, or 7%, from Fiscal 2025Fiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs
MY PSUs3,699,807target, resulting in 28,550 shares targetgranted in Fiscal 2024 achieved at Stretch Compensation
opportunity granted in Fiscal 2026Plan level, resulting in 200% of target opportunity (49,560 shares) becoming eligible to vest
Up $0.5 million, or 7%, from Fiscal 2025,
RSUs7,400,386resulting in 57,106 shares granted in Fiscal
2026
Equity14,800,000Up $1.0 million, or 7%, from Fiscal 2025 target
TOTAL16,000,000Up $1.0 million, or 7%, from Fiscal 2025 target
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Ajay K. Puri
EVP, Worldwide Field
OperationsTarget Pay ($)Fiscal 2026 Compensation ActionsFiscal 2026 Performance-Based Payouts
Base Salary950,000Flat with Fiscal 2025
Fiscal 2026 revenue exceeded Stretch Compensation Plan
Variable Cash650,000Flat with Fiscal 2025goal, resulting in 200% payout under Variable Cash Plan
($1,300,000)
Cash1,600,000Flat with Fiscal 2025
Up $0.3 million, or 7%, from Fiscal 2025Fiscal 2026 Non-GAAP Operating Income exceeded Stretch
SY PSUs3,600,000target, resulting in 27,779 shares targetCompensation Plan goal, resulting in 200% of target
opportunity granted in Fiscal 2026opportunity (55,558 shares) becoming eligible to vest
Up $0.3 million, or 7%, from Fiscal 2025Fiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs
MY PSUs3,600,000target, resulting in 27,779 shares targetgranted in Fiscal 2024 achieved at Stretch Compensation
opportunity granted in Fiscal 2026Plan level, resulting in 200% of target opportunity (47,720 shares) becoming eligible to vest
Up $0.5 million, or 7%, from Fiscal 2025,
RSUs7,200,000resulting in 55,559 shares granted in Fiscal
2026
Equity14,400,000Up $1.0 million, or 7%, from Fiscal 2025
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Debora Shoquist
EVP, OperationsTarget Pay ($)Fiscal 2026 Compensation ActionsFiscal 2026 Performance-Based Payouts
Base Salary850,000Flat with Fiscal 2025
Fiscal 2026 revenue exceeded Stretch Compensation Plan
Variable Cash250,000Flat with Fiscal 2025goal, resulting in 200% payout under Variable Cash Plan
($500,000)
Cash1,100,000Flat with Fiscal 2025
Up $0.6 million, or 20%, from Fiscal 2025Fiscal 2026 Non-GAAP Operating Income exceeded Stretch
SY PSUs3,725,000target, resulting in 28,744 shares targetCompensation Plan goal, resulting in 200% of target
opportunity granted in Fiscal 2026opportunity (57,488 shares) becoming eligible to vest
Up $0.6 million, or 20%, from Fiscal 2025Fiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs
MY PSUs3,725,000target, resulting in 28,744 shares targetgranted in Fiscal 2024 achieved at Stretch Compensation
opportunity granted in Fiscal 2026Plan level, resulting in 200% of target opportunity (40,840 shares) becoming eligible to vest
Up $1.3 million, or 20%, from Fiscal 2025,
RSUs7,450,000resulting in 57,489 shares granted in Fiscal
2025
Equity14,900,000Up $2.5 million, or 20%, from Fiscal 2025 target
TOTAL16,000,000Up $2.5 million, or 19%, from Fiscal 2025 target
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Timothy S. Teter
EVP, General Counsel
& SecretaryTarget Pay ($)Fiscal 2026 Compensation ActionsFiscal 2026 Performance-Based Payouts
Base Salary850,000Flat with Fiscal 2025
Fiscal 2026 revenue exceeded Stretch Compensation Plan
Variable Cash250,000Flat with Fiscal 2025goal, resulting in 200% payout under Variable Cash Plan
($500,000)
Cash1,100,000Flat with Fiscal 2025
Up $0.6 million, or 20%, from Fiscal 2025Fiscal 2026 Non-GAAP Operating Income exceeded Stretch
SY PSUs3,725,000target, resulting in 28,744 shares targetCompensation Plan goal, resulting in 200% of target
opportunity granted in Fiscal 2026opportunity (57,488 shares) becoming eligible to vest
Up $0.6 million, or 20%, from Fiscal 2025Fiscal 2024 to Fiscal 2026 3-Year Relative TSR for MY PSUs
MY PSUs3,725,000target, resulting in 28,744 shares targetgranted in Fiscal 2024 achieved at Stretch Compensation
opportunity granted in Fiscal 2026Plan level, resulting in 200% of target opportunity (40,840 shares) becoming eligible to vest
Up $1.3 million, or 20%, from Fiscal 2025,
RSUs7,450,000resulting in 57,489 shares granted in Fiscal
2025
Equity14,900,000Up $2.5 million, or 20%, from Fiscal 2025 target
TOTAL16,000,000Up $2.5 million, or 19%, from Fiscal 2025
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A reconciliation between our GAAP operating income and non-GAAP operating income is as follows (in millions):
Fiscal 2026 Fiscal 2025
GAAP operating income $130,387$81,453
Stock-based compensation expense 6,3864,737
Acquisition-related and other costs 471602
Other 56(3)
Non-GAAP Operating Income $137,300$86,789
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StockNon-Equity IncentiveAll Other
Name and PrincipalFiscalSalaryAwardsPlan CompensationCompensationTotal
PositionYear($)($) (1)($) (2)($)($) (3)
Jen-Hsun Huang20261,497,62724,800,5116,000,0004,045,691 (4)36,343,830
President and CEO
20251,486,19938,811,3066,000,0003,568,74649,866,251
2024996,51426,676,4154,000,0002,494,97334,167,902
Colette M. Kress2026898,57712,825,872600,00016,402 (5)14,340,850
EVP and CFO
2025893,73919,849,891600,00018,90221,362,532
2024896,86311,756,027600,00013,90213,266,792
Ajay K. Puri2026948,49712,478,9891,300,00049,840 (5)14,777,327
EVP, Worldwide Field
Operations2025943,39119,277,0461,300,00070,46021,590,897
2024946,68911,320,3531,300,00048,40813,615,450
Debora Shoquist2026848,65612,912,487500,00033,567 (5)14,294,710
EVP, Operations
2025844,08717,838,832500,00034,98419,217,903
2024847,0379,687,599500,00024,22911,058,865
Timothy S. Teter2026848,65612,912,487500,00015,240 (5)14,276,382
EVP, General Counsel and
Secretary2025844,08717,838,832500,00018,90219,201,821
2024847,0379,687,599500,00013,90211,048,538
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to the grant date fair value of the SY PSUs and MY PSUs, the value of stock awards would be:
Jen-Hsun Huang Colette M. Kress Ajay K. PuriDebora ShoquistTimothy S. Teter
Fiscal SY PSU MY PSU SY PSU MY PSU SY PSU MY PSUSY PSU MY PSUSY PSU MY PSU
Year ($) ($) ($) ($) ($) ($)($) ($)($) ($)
2026 19,166,424 18,034,343 6,099,993 7,350,483 5,935,261 7,151,9816,141,443 7,400,4306,141,443 7,400,430
2025 25,046,748 33,170,211 8,377,781 14,564,690 8,136,366 14,144,9937,529,332 13,089,6697,529,332 13,089,669
2024 23,130,937 22,666,270 15,613,188 1,937,350 15,034,811 1,865,42312,866,300 1,596,47612,866,300 1,596,476
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Estimated Possible Payouts UnderEstimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)Equity Incentive Plan Awards (2)All Other StockGrant Date
Awards: NumberFair Value
Type ofGrantThresholdT argetM aximumThresholdTa rgetMaximumof Shares of Stockof Stock
NameAwardDate($) ($) ($)(#) (#) (#)or Units (#) (3)Awards ($) (4)
Jen-HsunSY PSU3/10/25—59,804 119,607 179,411—12,777,616
Huang
MY PSU3/10/25—29,902 119,607 179,411—12,022,896
Variable
Cash Plan3/3/251,500,000 3,000,000 6,000,000———
Colette M.SY PSU3/10/25—14,275 28,550 57,100—3,049,997
Kress
MY PSU3/10/25—7,138 28,550 57,100—3,675,242
RSU3/10/25——57,1066,100,634
Variable
Cash Plan3/3/25150,000 300,000 600,000———
Ajay K.SY PSU3/10/25—13,890 27,779 55,558—2,967,631
Puri
MY PSU3/10/25—6,945 27,779 55,558—3,575,991
RSU3/10/25——55,5595,935,368
Variable
Cash Plan3/3/25325,000 650,000 1,300,000———
DeboraSY PSU3/10/25—14,372 28,744 57,488—3,070,722
Shoquist
MY PSU3/10/25—7,186 28,744 57,488—3,700,215
RSU3/10/25——57,4896,141,550
Variable
Cash Plan3/3/25125,000 250,000 500,000———
Timothy S.SY PSU3/10/25—14,372 28,744 57,488—3,070,722
Teter
MY PSU3/10/25—7,186 28,744 57,488—3,700,215
RSU3/10/25——57,4896,141,550
Variable
Cash Plan3/3/25125,000 250,000 500,000———
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Number ofEquity Incentive Plan
Units of StockMarket Value of Units ofEquity Incentive Plan Awards:Awards: Market Value of
That HaveStock That Have NotNumber of Unearned SharesUnearned Shares That
NameNot Vested (#)Vested ($) (1)That Have Not Vested (#)Have Not Vested ($) (1)
Jen-Hsun Huang315,570 (2)59,223,022——
757,360 (3)142,133,751——
161,085 (4)30,230,822——
179,411 (5)33,670,062——
——286,350 (6)53,739,305
——179,411 (7)33,670,062
Colette M. Kress10,970 (8)2,058,740——
61,970 (9)11,629,910——
213,010 (2)39,975,587——
49,560 (3)9,300,925——
53,890 (10)10,113,536——
53,880 (4)10,111,660——
46,399 (11)8,707,700——
57,100 (5)10,715,957——
——95,780 (6)17,975,033
——57,100 (7)10,715,957
Ajay K. Puri10,560 (8)1,981,795——
59,670 (9)11,198,269——
205,120 (2)38,494,870——
47,720 (3)8,955,612——
52,330 (10)9,820,771——
52,340 (4)9,822,648——
45,142 (11)8,471,799——
55,558 (5)10,426,570——
——93,020 (6)17,457,063
——55,558 (7)10,426,570
Debora Shoquist9,040 (8)1,696,537——
51,070 (9)9,584,307——
175,540 (2)32,943,592——
40,840 (3)7,664,443——
48,420 (10)9,086,981——
48,420 (4)9,086,981——
46,710 (11)8,766,066——
57,488 (5)10,788,773——
——86,080 (6)16,154,634
——57,488 (7)10,788,773
Timothy S. Teter9,040 (8)1,696,537——
51,070 (9)9,584,307——
175,540 (2)32,943,592——
40,840 (3)7,664,443——
48,420 (10)9,086,981——
48,420 (4)9,086,981——
46,710 (11)8,766,066——
57,488 (5)10,788,773——
——86,080 (6)16,154,634
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Name Number of Shares Acquired on Vesting (#) (1)Value Realized on Vesting ($) (2)
Jen-Hsun Huang1,113,555 (3)141,311,217
Colette M. Kress442,087 (4)63,881,560
Ajay K. Puri425,837 (5)61,550,468
Debora Shoquist368,879 (6)53,412,792
Timothy S. Teter368,879 (7)53,412,792
(1) Represents the gross number of shares acquired on vesting. Shares were withheld from these amounts to pay taxes due upon vesting.
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NameUnvested RSUs and PSUs at January 25, 2026 (#) (1)Total Estimated Benefit ($) (1)
Jen-Hsun Huang1,411,679264,929,798
Colette M. Kress569,889106,951,069
Ajay K. Puri551,090103,423,060
Debora Shoquist500,14893,862,775
Timothy S. Teter500,14893,862,775
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Estimated SY PSUs Granted inValue of Estimated SY PSUs
Fiscal 2026 at BaseGranted in Fiscal 2026 at BaseActual SY PSUsValue of Actual SY PSUs
Compensation PlanCompensation Plan PerformanceGranted in Fiscal 2026Granted in Fiscal 2026
NamePerformance (#)($)Eligible to Vest (#)Eligible to Vest ($)
Jen-Hsun Huang119,60722,446,646179,41133,670,062
Colette M. Kress28,5505,357,97957,10010,715,957
Ajay K. Puri27,7795,213,28555,55810,426,570
Debora Shoquist28,7445,394,38657,48810,788,773
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Estimated MY PSUs Granted inValue of Estimated MY PSUs
Fiscal 2024 at BaseGranted in Fiscal 2024 at BaseActual MY PSUsValue of Actual MY PSUs
Compensation PlanCompensation Plan PerformanceGranted in Fiscal 2024Granted in Fiscal 2024
NamePerformance (#)($)Eligible to Vest (#)Eligible to Vest ($)
Jen-Hsun Huang504,91094,756,460757,360142,133,751
Colette M. Kress24,7804,650,46349,5609,300,925
Ajay K. Puri23,8604,477,80647,7208,955,612
Debora Shoquist20,4203,832,22140,8407,664,443
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Value of Initial Fixed $100
Investment Based on (7):
Average SummaryAveragePeer GroupNon-GAAP
SummaryCompensationCompensationCompensationTotal TotalOperating
CompensationActually PaidTable Total forActually Paid toShareholder ShareholderNet IncomeIncome
FiscalTable Total for CEOto CEONon-CEO NEOsNon-CEO NEOsReturn Return(in millions)(in millions)
Year($) (1) (2)($) (1) (3)($) (4) (5)($) (4) (6)($) ($) (8)($)($) (9)
202636,343,830162,180,93614,422,31757,721,5521,445.67 198.10120,067137,300
202549,866,251344,188,02720,343,288125,583,9131,100.69 168.4672,88086,789
202434,167,902234,132,30512,247,41185,558,057470.88 134.7829,76037,134
202321,356,924(4,118,947)9,941,838(1,364,661)157.05 94.134,3689,040
202223,737,661105,543,7688,910,80238,453,071175.98 111.839,75212,690
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Reconciliation of Summary Compensation Table Total Compensation for CEO to CAP
Equity Award Adjustments
(Deduct): Add: Add/(Deduct): Add/(Deduct):
Value of Equity Year End Fair Value Year Over Year Change in Fair
SummaryAwards Reported of Awards Granted Change in Fair Value of Awards
Compensationin Summary During the Year Value of Granted in Prior Total EquityCompensation
Table TotalCompensation which were Unvested Outstanding and Years which Vested AwardActually Paid
scalfor CEOTable at Year End Unvested Awards During the Year Adjustmentsto CEO
ear($)($) (a) ($) (b) ($) (b) ($) (b) ($) (b) (c)($)
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(Deduct):Add:Add/(Deduct):Add:Add/(Deduct):
Year End FairYear OverVesting DateChange in Fair
AverageValue ofValue ofYear ChangeFair Value ofValue of
SummaryEquity AwardsAwardsin Fair ValueAwardsAwardsAverage
CompensationReported inGranted DuringofGranted andGranted in PriorCompensation
Table TotalSummarythe Year whichOutstandingVestedYears whichTotal EquityActually Paid
for Non-CEOCompensationwere Unvestedand UnvestedDuring theVested DuringAwardto Non-CEO
FiscalNEOsTableat Year EndAwardsYearthe YearAdjustmentsNEOs
Year($)($) (a)($) (b)($) (b)($) (b)($) (b)($) (b) (c)($)
202614,422,317(12,782,459)27,759,18025,940,0531,776,820605,64056,081,69457,721,552
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Financial Measures
Revenue
Non-GAAP Operating Income
3-Year TSR relative to the S&P 500
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Fiscal 2026Fiscal 2025
Audit Fees (1)$10,166,400$8,067,106
Audit Related Fees (2)1,716,820724,806
Tax Fees (3)1,076,103856,439
All Other Fees (4)401,999354,000
Total Fees$13,361,322$10,002,351
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Number of securities to beWeighted-average exerciseNumber of securities remaining
issued upon exercise ofprice of outstandingavailable for future issuance under
outstanding options,options, warrants,equity compensation plans (excluding
Plan Categorywarrants, and rights (a)and rights (b)securities reflected in column (a)) (c)
Equity compensation plans
approved by security holders (1)192,391,765—3,551,257,925 (2)
Equity compensation plans not
approved by security holders———
Total192,391,7653,551,257,925
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NameAgePosition
Jen-Hsun Huang63President and Chief Executive Officer
Colette M. Kress58Executive Vice President and Chief Financial Officer
Ajay K. Puri71Executive Vice President, Worldwide Field Operations
Debora Shoquist71Executive Vice President, Operations
Timothy S. Teter59Executive Vice President and General Counsel
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It features three tables detailing financial performance: GAAP and Non-GAAP summaries (including revenue, gross margin, operating expenses, income, net income, and earnings per share) compared across Q1 FY27, Q4 FY26, and Q1 FY26. A third table breaks down revenue by reportable segments (Compute & Networking and Graphics).", - "page_nums": [ - 1 - ], - "keywords": [ - "NVIDIA", - "CFO" - ], - "connect_to": [ - { - "target": "asset_f6f5d7f5-01c8-5c27-9462-b2acdeb680ba", - "relation": "embeds", - "ref": "[tables/table_page_1_1.html]" - }, - { - "target": "asset_bc222199-6710-587e-8b94-298028f66e57", - "relation": "embeds", - "ref": "[tables/table_page_1_2.html]" - }, - { - "target": "asset_266071bb-93ff-54b3-94cc-2e244750fcf7", - "relation": "embeds", - "ref": "[tables/table_page_1_3.html]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_8d8d1691-1e81-5281-9a30-4328b00d7cdb", - "type": "page", - "content": "Revenue by Market Platform\n($ in millions)\nQ1 FY27\nQ4 FY26\nQ1 FY26\nQ/Q\nY/Y\nData Center\n$75,246\n$62,314\n$39,112\n 21 %\n 92 %\nHyperscale\n37,869\n33,814\n17,599\n 12 %\n 115 %\nAI Clouds, Industrial, & \nEnterprise\n37,377\n28,500\n21,513\n 31 %\n 74 %\nEdge Computing\n6,369\n5,813\n4,950\n 10 %\n 29 %\nTotal\n$81,615\n$68,127\n$44,062\n 20 %\n 85 %\nWe specialize in markets where our computing platforms can provide tremendous acceleration for \napplications. These platforms incorporate processors, interconnects, software, algorithms, systems, \nand services to deliver unique value.\nFollowing the rapid evolution in our businesses, we are transitioning to a new reporting framework \nthat better reflects our current and future growth drivers.\nWe will have two market platforms – Data Center and Edge Computing.\nWithin Data Center, we will report two sub-markets, Hyperscale and ACIE which incorporates AI \nClouds, Industrial, and Enterprise. Hyperscale will include revenue from the public clouds and the \nworld’s largest consumer internet companies, while ACIE addresses our growth opportunity in diverse \nAI purpose-built data centers and AI factories across industries and countries.\nEdge Computing highlights devices for agentic and physical AI including PCs, game consoles, \nworkstations, AI-RAN base stations, robotics and automotive.\nRevenue\nRevenue for the first quarter was a record $81.6 billion, up 85% from a year ago and up 20% \nsequentially.\nData Center revenue for the first quarter was a record $75.2 billion, up 92% from a year ago and up \n21% sequentially, driven by the ramp of our Blackwell 300 products and demand for our InfiniBand, \nSpectrum-X™ Ethernet, and NVLink™ solutions. Hyperscale revenue increased sequentially and \nremained at approximately 50% of Data Center revenue, while the remaining 50% came from a \ncontinued diversification of customers, including AI Clouds, industrial, enterprise, and sovereign \ncustomers. No shipments of Data Center Hopper products to China occurred during the quarter, \ncompared with $4.6 billion in the first quarter of fiscal year 2026.\nUnder the previous sub-markets, Data Center compute revenue was a record $60.4 billion, up 77% \nfrom a year ago and up 18% sequentially. Data Center networking revenue was a record $14.8 billion, \nup 199% from a year ago and up 35% sequentially.\nEdge Computing revenue for the first quarter was $6.4 billion, up 29% from a year ago and up 10% \nsequentially. The increases were driven by robust Blackwell workstation demand, partially offset by \nslower consumer PC demand that was tempered by elevated memory and systems prices.\nGross Margin\nGAAP and non-GAAP gross margins for the first quarter increased from a year ago on lower inventory \nprovisions, primarily due to the prior year’s $4.5 billion charge associated with H20 excess inventory \nand purchase obligations. GAAP and non-GAAP gross margins were approximately flat sequentially as \nour Blackwell architecture remains the majority of our revenue.", - "path": "NVIDIA Q1 FY27 CFO Commentary.pdf/Root/CFO Commentary on First Quarter Fiscal 2027 Results/Revenue", - "metadata": { - "length": 2987, - "summary": "The section details the company's financial performance for the first quarter, reporting a record total revenue of $81.6 billion, which represents an 85% increase year-over-year and a 20% increase sequentially. It breaks down this growth by market platform: Data Center revenue reached a record $75.2 billion (up 92% YoY), driven by Blackwell 300 products and InfiniBand/Spectrum-X/NVLink solutions; Edge Computing revenue was $6.4 billion (up 29% YoY), fueled by workstation demand but tempered by slower PC sales. The text also provides context on the new reporting framework transitioning to two main platforms (Data Center and Edge Computing) with specific sub-market definitions.", - "page_nums": [ - 2 - ], - "keywords": [ - "Data Center", - "Edge Computing", - "Hyperscale", - "ACIE", - "AI Clouds", - "Blackwell 300", - "InfiniBand", - "Spectrum-X", - "NVLink", - "China", - "fiscal year 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_2d85dc4b-38e8-5fa8-a5e4-6f2b96df836f", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 CFO Commentary.pdf/Root/CFO Commentary on First Quarter Fiscal 2027 Results/Revenue p2]", - "path": "NVIDIA Q1 FY27 CFO Commentary.pdf/Root/CFO Commentary on First Quarter Fiscal 2027 Results/Gross Margin", - "metadata": { - "length": 111, - "summary": "The 'Gross Margin' section explains that GAAP and non-GAAP gross margins for the first quarter increased year-over-year due to lower inventory provisions, specifically a $4.5 billion charge from the prior year related to H20 excess inventory. It notes that margins remained approximately flat sequentially as the Blackwell architecture continues to constitute the majority of revenue.", - "page_nums": [ - 2 - ], - "keywords": [ - "GAAP", - "non-GAAP", - "H20" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d5d38a18-eb26-58e2-8c51-ae666099cd7f", - "type": "page", - "content": "Expenses\nGAAP operating expenses for the first quarter were up 52% from a year ago and up 12% sequentially, \nand non-GAAP operating expenses were up 49% from a year ago and up 12% sequentially. These \nincreases were driven by higher compensation and benefits expense due to employee growth and \ncompensation increases, compute and infrastructure costs, and engineering development materials \nfor new product developments. \nOther Income & Expense and Income Tax\nGAAP other income and expense (OI&E) includes interest income, interest expense, and equity \nsecurities gains or losses. Non-GAAP OI&E excludes equity securities gains or losses.\nInterest income for the first quarter was $540 million, up slightly from a year ago and down slightly \nsequentially. Net gains from equity securities for the first quarter was $15.9 billion, driven by \nunrealized gains in publicly-held and non-marketable equity securities.\nGAAP effective tax rate for the first quarter was 16.6%, an increase from a year ago, primarily due to \na lower impact from stock-based compensation tax benefits. Non-GAAP effective tax rate for the \nfirst quarter was 16.0%.\nBalance Sheet and Cash Flow\nCash, cash equivalents, and marketable debt securities were $50.3 billion, down from $52.4 billion a \nyear ago and up from $49.7 billion a quarter ago. These changes primarily reflect higher revenue, \noffset by outlays for stock repurchases and strategic investments.\nAccounts receivable was $40.7 billion with 45 days sales outstanding (DSO), down from 51 days \nsequentially, driven by timing of cash collections and customer payments received prior to next \nquarter’s invoice due dates. We expect our DSO to return to more normal levels next quarter. \nInventory was $25.8 billion, up from $21.4 billion sequentially, and total supply-related commitments \nwere $119.0 billion. We have strategically secured inventory and capacity to meet demand beyond \nthe next several quarters.\nMulti-year cloud service commitments were $30.0 billion, up from $27.0 billion sequentially, to \nsupport the growing needs of our research and development efforts.\nCash flow from operating activities was $50.3 billion, up from $27.4 billion a year ago and up from \n$36.2 billion a quarter ago. The year-on-year increase reflects growth in revenue, while the sequential \nincrease was driven by higher revenue and lower cash taxes. We expect a substantial increase in cash \ntaxes in the second quarter related to estimated federal and state cash tax payments.\nWe returned a record level of approximately $20.0 billion to shareholders in the first quarter through \nshare repurchases and cash dividends.\nOn May 18, 2026, our Board of Directors approved an increase to our quarterly dividend from $0.01 \nper share to $0.25 per share and an additional $80.0 billion to our share repurchase authorization, \nwithout expiration.\nOutlook\nOutlook for the second quarter of fiscal 2027 is as follows:\n•\nRevenue is expected to be $91.0 billion, plus or minus 2%. We are not assuming any Data \nCenter compute revenue from China in our outlook.\n•\nGAAP and non-GAAP gross margins are expected to be 74.9% and 75.0%, respectively, plus or \nminus 50 basis points.", - "path": "NVIDIA Q1 FY27 CFO Commentary.pdf/Root/CFO Commentary on First Quarter Fiscal 2027 Results/Expenses", - "metadata": { - "length": 3194, - "summary": "The section details the company's GAAP and non-GAAP operating expenses for the first quarter, noting a 52% year-over-year increase. 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It projects revenue to be $91.0 billion (plus or minus 2%) and explicitly states that no Data Center compute revenue from China is assumed in this forecast. Additionally, it expects GAAP and non-GAAP gross margins to be 74.9% and 75.0%, respectively.", - "page_nums": [ - 3 - ], - "keywords": [ - "China" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_f87ad6fb-f7a0-5db2-888d-0b7db20cd0dd", - "type": "page", - "content": "•\nGAAP and non-GAAP operating expenses are expected to be approximately $8.5 billion and \n$8.3 billion, respectively.\nFor the full year fiscal 2027, we expect GAAP and non-GAAP tax rates to be between 16.0% and \n18.0%, excluding any discrete items and material changes to our tax environment.\n______________\nFor further information, contact:\nToshiya Hari\nMylene Mangalindan\nInvestor Relations\nCorporate Communications\nNVIDIA Corporation\nNVIDIA Corporation\ntoshiyah@nvidia.com\npress@nvidia.com\nNon-GAAP Measures\nTo supplement NVIDIA’s condensed consolidated financial statements presented in accordance with \nGAAP, the company uses non-GAAP measures of certain components of financial performance. \nThese non-GAAP measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP \noperating expenses, non-GAAP operating income, non-GAAP other income (expense), net, non-GAAP \nnet income, non-GAAP net income, or earnings, per diluted share, and free cash flow. For NVIDIA’s \ninvestors to be better able to compare its current results with those of previous periods, the \ncompany has shown a reconciliation of GAAP to non-GAAP financial measures. These reconciliations \nadjust the related GAAP financial measures to exclude acquisition-related and other costs, other, \ngains/losses from equity securities, net, certain other income and expense, and the associated tax \nimpact of these items where applicable. Beginning in the first quarter of fiscal 2027, NVIDIA’s non-\nGAAP financial measures no longer exclude stock-based compensation expense. The historical non-\nGAAP financial information presented has been updated to include stock-based compensation \nexpense. Free cash flow is calculated as GAAP net cash provided by operating activities less both \npurchases related to property and equipment and intangible assets and principal payments on \nproperty and equipment and intangible assets. NVIDIA believes the presentation of its non-GAAP \nfinancial measures enhances the users' overall understanding of the company’s historical financial \nperformance. The presentation of the company’s non-GAAP financial measures is not meant to be \nconsidered in isolation or as a substitute for the company’s financial results prepared in accordance \nwith GAAP, and the company’s non-GAAP measures may be different from non-GAAP measures used \nby other companies.\nCertain statements in this CFO Commentary including, but not limited to, statements as to: expectations with respect to \ngrowth, performance and benefits of our products, services, and technologies, including Blackwell, and related trends and \ndrivers; expectations with respect to supply and demand for our products, services, and technologies, including Blackwell, \nand related matters including inventory, production and distribution; expectations with respect to our third party \narrangements, including with its collaborators and partners; expectations with respect to technology developments, and \nrelated trends and drivers; our future cash dividends or other returns to stockholders, our financial and business outlook for \nthe second quarter of fiscal 2027 and beyond; projected market growth and trends; expectations with respect to AI and \nrelated industries; and other statements that are not historical facts are forward-looking statements within the meaning of \nSection 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as \namended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and \nassumptions and on information currently available to management and are subject to risks and uncertainties that could \ncause results to be materially different than expectations. Important factors that could cause actual results to differ \nmaterially include: global economic and political conditions; our reliance on third parties to manufacture, assemble, package \nand test our products; the impact of technological development and competition; development of new products and \ntechnologies or enhancements to our existing products and technologies; market acceptance of our products or our \npartners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in \nindustry standards and interfaces; unexpected loss of performance of our products or technologies when integrated into \nsystems; our ability to realize the potential benefits of business investments or acquisitions; and changes in applicable laws\n\nand regulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the \nSecurities and Exchange Commission, or SEC, including, but not limited to, its Annual Report on Form 10-K and Quarterly \nReports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from \nNVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of \nthe date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking \nstatements to reflect future events or circumstances.\n###\n© 2026 NVIDIA Corporation. All rights reserved. NVIDIA, the NVIDIA logo, Spectrum-X, and NVLink are trademarks and/or \nregistered trademarks of NVIDIA Corporation in the U.S. and/or other countries. Other company and product names may be \ntrademarks of the respective companies with which they are associated. Features, pricing, availability, and specifications \nare subject to change without notice.\n\nNVIDIA CORPORATION \n RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES \n ($ In millions, except per share data) \n (Unaudited) \n \nThree Months Ended\n \nApril 26,\nJanuary 25,\nApril 27,\n \n2026\n2026\n2025\nGAAP cost of revenue\n$ \n20,458 \n$ \n17,034 \n$ \n17,394 \nGAAP gross profit\n$ \n61,157 \n$ \n51,093 \n$ \n26,668 \n GAAP gross margin\n 74.9 %\n 75.0 %\n 60.5 %\nAcquisition-related and other costs (A)\n \n47 \n \n48 \n \n123 \nOther\n \n28 \n \n(1) \n \n3 \nNon-GAAP cost of revenue\n$ \n20,383 \n$ \n16,987 \n$ \n17,268 \nNon-GAAP gross profit\n$ \n61,232 \n$ \n51,140 \n$ \n26,794 \n Non-GAAP gross margin*\n 75.0 %\n 75.1 %\n 60.8 %\nGAAP operating expenses\n$ \n7,621 \n$ \n6,794 \n$ \n5,030 \nAcquisition-related and other costs (A)\n \n(172) \n \n(90) \n \n(37) \nOther\n \n— \n \n(38) \n \n— \nNon-GAAP operating expenses\n$ \n7,449 \n$ \n6,666 \n$ \n4,993 \nGAAP operating income\n$ \n53,536 \n$ \n44,299 \n$ \n21,638 \nTotal impact of non-GAAP adjustments to operating \nincome\n \n247 \n \n175 \n \n163 \nNon-GAAP operating income*\n$ \n53,783 \n$ \n44,474 \n$ \n21,801 \nGAAP total other income, net\n$ \n16,367 \n$ \n6,098 \n$ \n272 \n(Gains) losses from equity securities, net\n \n(15,936) \n \n(5,491) \n \n175 \nOther (B)\n \n26 \n \n13 \n \n1 \nNon-GAAP total other income, net\n$ \n457 \n$ \n620 \n$ \n448 \nGAAP net income\n$ \n58,321 \n$ \n42,960 \n$ \n18,775 \nTotal pre-tax impact of non-GAAP adjustments\n \n(15,663) \n \n(5,303) \n \n339 \nIncome tax impact of non-GAAP adjustments\n \n2,890 \n \n1,312 \n \n(20) \nNon-GAAP net income*\n$ \n45,548 \n$ \n38,969 \n$ \n19,094\n\nDiluted net income per share\nGAAP\n$ \n2.39 \n$ \n1.76 \n$ \n0.76 \nNon-GAAP*\n$ \n1.87 \n$ \n1.59 \n$ \n0.78 \nWeighted average shares used in diluted net income per \nshare computation\n \n24,391 \n \n24,432 \n \n24,611 \nGAAP net cash provided by operating activities\n$ \n50,344 \n$ \n36,190 \n$ \n27,414 \nPurchases related to property and equipment and \nintangible assets\n \n(1,757) \n \n(1,284) \n \n(1,227) \nPrincipal payments on property and equipment and \nintangible assets\n \n(33) \n \n(4) \n \n(52) \nFree cash flow\n$ \n48,554 \n$ \n34,902 \n$ \n26,135 \n*Includes H20 charges/(releases), net, which was $4.5 billion for the first quarter of fiscal 2026, insignificant for \nthe fourth quarter of fiscal 2026, and none for the first quarter of fiscal 2027.\n(A) Acquisition-related and other costs are comprised of amortization of intangible assets, transaction costs, \nand certain compensation charges and are included in the following line items:\nThree Months Ended\n \nApril 26,\nJanuary 25,\nApril 27,\n \n2026\n2026\n2025\nCost of revenue\n$ \n47 $ \n48 $ \n123 \nResearch and development\n$ \n167 $ \n83 $ \n28 \nSales, general and administrative\n$ \n5 $ \n7 $ \n9 \n(B) Comprised of interest expense related to acquisition consideration discount to be paid in the future, \ndividend income on equity securities, share of net (earnings)/losses related to equity method investments, and \namortization of debt discount.\n\nNVIDIA CORPORATION \n RECONCILIATION OF GAAP TO NON-GAAP OUTLOOK \n Q2 FY2027 \nOutlook\n($ in millions)\nGAAP gross margin\n 74.9 %\nImpact of acquisition-related costs and other costs\n 0.1 %\nNon-GAAP gross margin\n 75.0 %\nGAAP operating expenses\n$ \n8,500 \nAcquisition-related costs and other costs\n \n(200) \nNon-GAAP operating expenses\n$ \n8,300", - "path": "NVIDIA Q1 FY27 CFO Commentary.pdf/Root/CFO Commentary on First Quarter Fiscal 2027 Results/Non-GAAP Measures", - "metadata": { - "length": 8729, - "summary": "This section defines NVIDIA's non-GAAP financial measures, which are used to supplement GAAP results. 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GAAP
($ in millions, except earnings per
share)Q1 FY27Q4 FY26Q1 FY26Q/QY/Y
Revenue$81,615$68,127$44,06220 %85 %
Gross margin74.9 %75.0 %60.5 %(0.1) pts14.4 pts
Operating expenses$7,621$6,794$5,03012 %52 %
Operating income$53,536$44,299$21,63821 %147 %
Net income$58,321$42,960$18,77536 %211 %
Diluted earnings per share$2.39$1.76$0.7636 %214 %
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($ in millions, except earnings per
share)Q1 FY27 Q4 FY26Q1 FY26Q/QY/Y
Revenue$81,615 $68,127$44,06220 %85 %
Gross margin75.0 % 75.1 %60.8 %(0.1) pts14.2 pts
Operating expenses$7,449 $6,666$4,99312 %49 %
Operating income$53,783 $44,474$21,80121 %147 %
Net income$45,548 $38,969$19,09417 %139 %
Diluted earnings per share$1.87 $1.59$0.7818 %140 %
Revenue by Reportable Segments
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($ in millions)Q1 FY27Q4 FY26Q1 FY26Q/QY/Y
Compute & Networking$74,550$61,651$39,58921 %88 %
Graphics7,0656,4764,4739 %58 %
Total$81,615$68,127$44,06220 %85 %
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Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \n ..................................................................................................................................................................................................................................................................... \n \nOTHER PARTICIPANTS \n \nJoseph Moore \nAnalyst, Morgan Stanley & Co. LLC \nBen Reitzes \nAnalyst, Melius Research LLC \nC.J. Muse \nAnalyst, Cantor Fitzgerald & Co. \nTimothy Arcuri \nAnalyst, UBS Securities LLC \nVivek Arya \nAnalyst, BofA Securities, Inc. \nStacy A. Rasgon \nAnalyst, Bernstein Research \nJames Edward Schneider \nAnalyst, Goldman Sachs & Co. LLC \nJoshua Buchalter \nAnalyst, TD Cowen \n ..................................................................................................................................................................................................................................................................... \n \nMANAGEMENT DISCUSSION SECTION \n \nOperator: Good afternoon. My name is Sarah, and I will be your conference operator today. At this time, I would \nlike to welcome everyone to NVIDIA's First Quarter Earnings Call. All lines have been placed on mute to prevent \nany background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator \nInstructions] Thank you. \n \nToshiya Hari, you may begin your conference. \n ..................................................................................................................................................................................................................................................................... \nToshiya Hari \nVice President-Investor Relations & Strategic Finance, NVIDIA Corp. \nThank you, and good afternoon, everyone. Welcome to NVIDIA's conference call for the first quarter of fiscal \n2027. With me today from NVIDIA are Jensen Huang, President and Chief Executive Officer; and Colette Kress, \nExecutive Vice President and Chief Financial Officer. \n \nOur call is being webcast live on NVIDIA's Investor Relations website. The webcast will be available for replay \nuntil the conference call to discuss our financial results for the second quarter of fiscal 2027. The content of \ntoday's call is NVIDIA's property. It can't be reproduced or transcribed, without our prior written consent. \n \nDuring this call, we may make forward-looking statements based on current expectations. These are subject to a \nnumber of significant risks and uncertainties, and our actual results may differ materially. For a discussion of \nfactors that could affect our future financial results and business, please refer to the disclosure in today's earnings \nrelease, our most recent Forms 10-K and 10-Q, and the reports that we may file on Form 8-K with the Securities", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/CORPORATE PARTICIPANTS", - "metadata": { - "length": 3239, - "summary": "The section lists the corporate participants for NVIDIA Corp.'s Q1 2027 Earnings Call. It identifies Toshiya Hari as Vice President-Investor Relations & Strategic Finance, Colette M. 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The participants include Joseph Moore (Morgan Stanley), Ben Reitzes (Melius Research), C.J. Muse (Cantor Fitzgerald & Co.), Timothy Arcuri (UBS Securities LLC), Vivek Arya (BofA Securities, Inc.), Stacy A. Rasgon (Bernstein Research), James Edward Schneider (Goldman Sachs & Co. LLC), and Joshua Buchalter (TD Cowen).", - "page_nums": [ - 2 - ], - "keywords": [ - "Joseph Moore", - "Morgan Stanley & Co. LLC", - "Ben Reitzes", - "Melius Research LLC", - "C.J. Muse", - "Cantor Fitzgerald & Co.", - "Timothy Arcuri", - "UBS Securities LLC", - "Vivek Arya", - "BofA Securities, Inc.", - "Stacy A. Rasgon", - "Bernstein Research", - "James Edward Schneider", - "Goldman Sachs & Co. 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The text outlines the call's agenda, including a question-and-answer session, and provides logistical details regarding the live webcast on NVIDIA's Investor Relations website. It also includes standard legal disclaimers regarding forward-looking statements and references to risk factors found in the company's Forms 10-K and 10-Q.", - "page_nums": [ - 2 - ], - "keywords": [ - "NVIDIA", - "Sarah", - "Toshiya Hari", - "Jensen Huang", - "Colette Kress" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1b84c5d4-25ef-503a-9e99-ac4d53b0728b", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n3\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nand Exchange Commission. All our statements are made as of today, May 20, 2026, based on information \ncurrently available to us. Except as required by law, we assume no obligation to update any such statements. \n \nDuring this call, we will discuss non-GAAP financial measures. You can find a reconciliation of these non-GAAP \nfinancial measures to GAAP financial measures in our CFO commentary, which is posted on our website. \n \nWith that, let me turn the call over to Colette. \n ..................................................................................................................................................................................................................................................................... \nColette M. Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nThanks you, Toshiya. We delivered an exceptional quarter with revenue, operating income, and free cash flow \nexceeding our prior records. Total revenue of $82 billion was up 85% year-over-year and 20% sequentially. This \nmarked our 3rd consecutive quarter of year-over-year acceleration and the 14th straight quarter of sequential \ngrowth, a significant feat given the sheer size and complexity of our manufacturing operations. \n \nThe $13.5 billion sequential revenue increase was also a record. We capitalized on the inflection in inference \ndemand by ramping Blackwell systems across our diverse end customer base from hyperscalers to model makers \nto AI cloud providers and sovereign customers. \n \nIn Q1, we also allocated capital effectively across R&D, investments in our ecosystem, and share repurchases. \nWe returned a record $20 billion to our shareholders, while executing strategic investments, both upstream supply \nchain and downstream go-to-market ecosystem. This is critical to the market's development and our long-term \nposition. \n \nData Center revenue of $75 billion was up 92% year-over-year and 21% sequentially, driven by sustained \nstrength in our Blackwell architecture. And demand for GB300 NVL72 was particularly strong with frontier model \nbuilders and hyperscalers, each having cumulatively deployed hundreds and thousands of Blackwell GPUs, \nmarking the fastest product ramp in our company's history. \n \nGrace Blackwell is the fastest training system as well as the lowest token generation cost at inference. Spectrum-\nX, our end-to-end Ethernet platform purpose built for AI, is now larger than all Ethernet network peers combined. \nInfiniBand has also had a very strong quarter, growing more than 4x year-over-year, driven by deployments of our \nnext-generation XDR technology. \n \nFor your models, Data Center computing revenue of $60 billion was up 77% year-over-year, while Data Center \nnetworking revenue of $15 billion nearly tripled year-over-year. Before we deep dive into Data Center, we'd like to \nbrief you on our transition to a new reporting framework that better reflects our current and future growth drivers. \n \nWe have two market platforms: Data Center and Edge Computing. Within Data Center, we will report two sub-\nmarkets; Hyperscale and ACIE, which incorporates AI clouds, industrial and enterprise. Hyperscale will include \nrevenue from the public cloud and the world's largest consumer Internet companies, while ACIE addresses our \ngrowth opportunities in diverse AI purpose-built data centers and AI factories across industries and countries. \nEdge Computing highlights devices for agentic and physical AI, including PCs, gaming consoles, workstations, AI-\nRAN base stations, robotics, and automotive. For your reference, we have posted on our website a revenue \nbreakdown based on our new platforms for the past nine quarters.\n\nNVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n4\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nMoving back to our Data Center results. Hyperscale revenue of $38 billion was approximately 50% of Data Center \nrevenue and increased 12% quarter-over-quarter. ACIE revenue was $37 billion and grew 31% quarter-over-\nquarter, including AI cloud revenue that more than tripled year-over-year. \n \nOur customers have enabled rapid stand-up of AI compute capacity. The number of partner data centers \nexceeding 10 megawatts has nearly doubled in just one year, now surpassing 80 sites. Sovereign revenue \nincreased more than 80% year-over-year. NVIDIA AI infrastructure is now deployed across nearly 40 countries, \nrepresenting $50 trillion in GDP. \n \nAs evident to our Q1 results, our customer base is diverse and growing. Supported by our vast ecosystem and \ninstalled base, breadth of CUDA accelerated application, and the lowest token cost provider, we are well \npositioned to address a market opportunity that far exceeds that of any other AI computing platform. \n \nDemand for AI infrastructure continues to expand at an unprecedented pace. The build-out of AI factories is \naccelerating. The value of NVIDIA AI infrastructure is rising. The price of renting an H100 has risen 20% year-to-\ndate, while A100 cloud pricing is up nearly 15%. Benefiting from the versatility of our platform and continuous \nperformance enhancements enhanced by our software stack, customers are generating profitable revenue \nbeyond the depreciable life of their GPUs. The vast and trusted marketplace for NVIDIA Compute is a critical \nfoundation on which billions in AI infrastructure spending is being financed by the ecosystem. \n \nThere are two primary drivers behind the accelerating build-out of AI infrastructure. First, from search and \nadvertising to recommender systems and content understanding, the largest hyperscale workloads continue to \ntransition from CPU to GPU-based accelerating computing. \n \nSecond, the adoption of products and services native to AI is inflecting. Since the advent of ChatGPT, we have \nwitnessed mainstream AI transition from one-shot inference to reasoning and to now agentic. AI is no longer a \nnice to have. AI is now a necessity for enhancing productivity across all industries and roles. This is propelling \nrevenue acceleration across all layers of the AI cake, including energy, chips, infrastructure, models, and \napplications. Growth in the model layer, particularly at Anthropic and OpenAI, has been incredible with \nmomentum continuing to accelerate, including breakout growth in OpenAI's Codex since the launch of GPT-5.5. \n \nWith analysts now forecasting hyperscale CapEx to exceed $1 trillion in 2027 and agentic AI beginning to \nproliferate all industries, AI infrastructure spending is on track to reach $3 trillion to $4 trillion annually by the end \nof this decade. \n \nOur Blackwell architecture is everywhere, adopted and deployed by every major hyperscaler, every cloud \nprovider, and every major model maker. Last month, we celebrated OpenAI's launch of GPT-5.5, co-designed for, \ntrained with, and served on Blackwell, currently positioned at the top of Artificial Analysis leaderboards. \n \nMicrosoft's Fairwater, the world's most powerful AI data center, is now live, ahead of schedule, powered by \nhundreds of thousands of Blackwell GPUs. Starting this year, AWS will add more than 1 million Blackwell and \nRubin GPUs, and are collaborating on Spectrum networking. At Google, Blackwell will be offered to customers in \nthe cloud, including confidential computing capability, a new foundation for secure, high-performance AI. \n \nOur share of frontier AI compute is increasing. We have deepened our collaboration with Anthropic and are \ndelighted to be a strategic partner to expand their compute capacity. We will support the company's growth \ntrajectory through AWS, Azure, CoreWeave, SpaceXAI, and more. Now, with the addition of Anthropic to OpenAI,\n\nNVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n5\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nGemini, SpaceX xAI, Meta, MSL, Microsoft AI, TML, Reflection, Perplexity, Cursor, and other major frontier labs \nalready building on NVIDIA, our share of frontier AI models will grow significantly. \n \nToday's data centers are revenue-generating AI factories. Constrained by power and capital, AI factory operators \nmust choose the right architecture. With our extreme co-design approach, we deliver the industry's lowest token \ncost, the highest token throughput, and the highest ROI. \n \nMLPerf inference results are in and once again, we swept every benchmark as Blackwell Ultra delivered the \nhighest throughput across the broad set of models and deployment scenarios. Full stack innovations drove the \n2.7x increase in throughput and a 60% reduction in the cost per token on GB300 compared to just six months \nago. \n \nNVIDIA Compute is not just the highest performance AI infrastructure, it is the most economic and financeable. \nCustomers do not buy GPUs. They build AI factories. And the right economic metric is not the purchase price of \nthe GPU, it is the lifetime cost of an AI factory producing intelligence, token per watt, tokens per dollar, uptime, \nutilization, time to production, software durability, and asset life. NVIDIA excels at all of them. \n \nAgentic AI and reinforcement learning represents new growth opportunities for CPUs. Building on the success of \nour Grace CPU, Vera is arriving just in time to meet this inflection. Built on custom Arm cores and co-designed \nend-to-end with Rubin GPUs and NVLink, Vera will deliver up to 1.5x faster performance per core, 2x \nperformance per watt, and 4x density per rack, compared to x86-based alternatives. \n \nVera CPU opens a brand new $200 billion TAM for NVIDIA, a market we have never addressed before. And \nevery major hyperscale and system maker is partnering with us to get it deployed. We have visibility to nearly $20 \nbillion in total CPU revenue this year, setting us up to become the world-leading CPU supplier. \n \nOur annual product cadence, a pace that is unmatched, remains a key pillar supporting our market position. We \nare on track to commence production shipments of Vera Rubin in the second half of this year, starting in Q3. By \nintegrating seven purpose-built chips across five accelerated racks, Vera Rubin will deliver up to 35x higher \ninference throughput and up to 10x greater AI factory revenue compared with Blackwell. \n \nAs an early adopter, Google's A5X bare-metal instances, which can support up to 960,000 Rubin GPUs across \nmultiple sites, can enable customers to run their largest AI workloads on NVIDIA's optimized infrastructure. \n \nWhile the US government has approved licenses for H200 to be shipped to China-based customers, we have yet \nto generate any revenue, and we are uncertain whether any imports will be allowed into the country. As a result, \nconsistent with last quarter, we are not including any China Data Center compute revenue in our outlook. \n \nLet me move to Edge Computing. Our Edge Computing market platform generated $6.4 billion, up 10% quarter-\nover-quarter and 29% year-over-year. Robust Blackwell workstation demand was a strong contributor to the \ngrowth, while consumer demand fell modestly due to higher memory and system prices. \n \nOur physical AI continues to gain momentum, exceeding $9 billion in revenue over the last 12 months. Our \npartnership with Uber will power the robotaxi fleet across nearly 30 cities and 4 continents by 2028. And in \nrobotics, leading companies across a range of industrial, surgical, and humanoid applications are building on \nNVIDIA's technology to develop and deploy at scale.", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/MANAGEMENT DISCUSSION SECTION/Colette M. Kress", - "metadata": { - "length": 11762, - "summary": "This page is a transcript from NVIDIA Corp.'s Q1 2027 Earnings Call, featuring remarks by Chief Financial Officer Colette M. Kress. She reports exceptional financial results, including total revenue of $82 billion and Data Center revenue of $75 billion, driven by strong demand for Blackwell architecture products like the GB300 NVL72. The text also outlines the company's new reporting framework, which divides market platforms into Data Center (Hyperscale and ACIE) and Edge Computing. This page is a transcript from NVIDIA Corp.'s Q1 2027 Earnings Call, focusing on Data Center results and the accelerating demand for AI infrastructure. It details significant revenue growth in hyperscale and ACIE segments, noting that sovereign revenue increased over 80% year-over-year. The text highlights the deployment of Blackwell architecture across major cloud providers like Microsoft, AWS, and Google, and discusses the strategic partnerships with companies such as OpenAI and Anthropic. This page is a transcript from NVIDIA Corp.'s Q1 2027 Earnings Call, dated May 20, 2026. It details the company's performance in AI infrastructure, highlighting the success of Blackwell Ultra and the upcoming Vera CPU architecture. The text also covers revenue growth in Edge Computing and Physical AI, mentions partnerships with Google and Uber, and discusses regulatory challenges regarding exports to China.", - "page_nums": [ - 3, - 4, - 5 - ], - "keywords": [ - "NVIDIA Corp.", - "Colette M. 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(NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n6\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nWe remain front-footed in securing sufficient supply to support our customers' growth. In Q1, we increased total \nsupply, inclusive of inventory, purchase commitments, and prepaids to $145 billion. While we are not immune to \nsupply challenges, we remain confident in our ability to support the growth opportunity ahead, with our intense \nfocus, scale and longstanding partnerships with critical suppliers continuing to serve us well. \n \nLet me move to the rest of the P&L. GAAP gross margin was 74.9% and non-GAAP gross margin was 75%, \nlargely flat sequentially by Blackwell systems continued to account for most of our shipments. GAAP and non-\nGAAP operating expenses were up 12% sequentially, primarily due to higher compensation and an increase in \ncompute and infrastructure costs. \n \nOur non-GAAP effective tax rate of 16% came just below our prior outlook due to favorable geographic mix. And \non our balance sheet, days sales outstanding was 45 days. Due to favorable timing of collections, we expect to \nreturn to the mid-50s in Q2. We generated record free cash flow $49 billion, up from $35 billion in Q4. \n \nI'd now like to update you on our capital allocation plan. First, to reiterate, our intention is to prioritize R&D and \nstrategic investment, both will enable us to cultivate our ecosystem, drive market growth, and strengthen our \nmarket position. As a key enabler of AI, we will make investments necessary to deliver the industry's lowest cost \nper token and the highest token throughput, which will help our customers and partners scale and expand the AI \nfrontier. \n \nReturn program is another key component of our capital allocation strategy. Given confidence in our long-term \nfree cash flow outlook and our commitment to sharing our success with shareholders, we are increasing our \nquarterly dividend from $0.01 to $0.20 (sic) [$0.25] per share. We plan to review our dividend on a regular basis, \nas we continue to scale our business. We are also announcing an $80 billion share repurchase authorization, \nwhich is in addition to the $39 billion remaining on our current plan. As we indicated at GTC, we plan to return \nroughly 50% of free cash flow to shareholders this year. \n \nLet me turn to the outlook for the second quarter. Total revenue is expected to be $91 billion, plus or minus 2%. \nWe expect sequential growth to be driven primarily by Data Center. We are continuing to work vigorously on our \nsupply chain ecosystem to address the incredible demand we see ahead of us, giving us full confidence in the $1 \ntrillion in Blackwell and Rubin revenue we foresee from 2025 through calendar 2027. \n \nGAAP and non-GAAP gross margins are expected to be 74.9% and 75%, respectively, plus or minus 50 basis \npoints. For the full year, we are still expecting to be in the mid-70s. \n \nGAAP and non-GAAP operating expenses are expected to be approximately $8.5 billion and $8.3 billion, \nrespectively. For the full year, we now expect OpEx to grow somewhere in the upper-40s on a year-over-year \nbasis, driven by higher R&D and acceleration in the usage of AI tools to enhance productivity. \n \nFor the full year 2027, we expect GAAP and non-GAAP tax rates to be between 16% and 18%, excluding any \ndiscrete items from material changes to our tax environment. This is lower than our prior expectation of 17% to \n19% due to changes in geographic mix. \n \nThat puts me at the end of this part, and I'm going to now turn this over to the Q&A with Toshiya. \n ..................................................................................................................................................................................................................................................................... \nToshiya Hari \nVice President-Investor Relations & Strategic Finance, NVIDIA Corp. \nThanks, Colette. We will now transition to Q&A. Operator, please poll for questions.", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/MANAGEMENT DISCUSSION SECTION/Toshiya Hari", - "metadata": { - "length": 4084, - "summary": "This page is a corrected transcript of NVIDIA Corp.'s Q1 2027 Earnings Call dated May 20, 2026. The speaker details financial results including $145 billion in total supply, gross margins around 75%, and record free cash flow of $49 billion. It outlines capital allocation strategies such as increasing the quarterly dividend to $0.20 per share and authorizing an $80 billion share repurchase program. The outlook for Q2 projects revenue of $91 billion, with full-year expectations for 2027 tax rates between 16% and 18%. The section concludes with a transition to the Q&A session led by Toshiya Hari.", - "page_nums": [ - 6 - ], - "keywords": [ - "NVIDIA Corp.", - "Toshiya Hari", - "Colette", - "GTC", - "FactSet CallStreet, LLC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d1fe50fa-4ba8-5935-9813-b55cd555f2ed", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n7\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \n \nQUESTION AND ANSWER SECTION \n \nOperator: Thank you. [Operator Instructions] Your first question comes from Joseph Moore with Morgan \nStanley. Your lie is open. \n ..................................................................................................................................................................................................................................................................... \nJoseph Moore \nAnalyst, Morgan Stanley & Co. LLC \nQ \nGreat. Thank you for letting me ask a question. I guess, I'd like to ask, what drove the change in segmentation? \nWhat's the philosophy behind giving us the numbers that way? And then, can you talk about any competitive \ndifferences between the two segments and this kind of surprising CPU number that you talked about, how do you \nsee that across the two segments as well? Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nYeah. Thanks, Joe. First of all, Colette meant to say we're increasing our quarterly dividend from $0.01 to $0.25. I \nthink that extra $0.05 would mean a lot to the large shareholders. \n \nSo, anyhow, let's see, Joe, on the segmentation and the description of the business, we wanted you to \nunderstand our business better. AI is very diverse and computing is diverse. They're diverse in several ways. The \nfirst thing, of course, is AI includes languages, and depending on the different industries, it could be 3D graphics \nfor manufacturing and industrial robotics. It could be proteins for life sciences. It could be small chemicals for life \nsciences or material sciences. It could be physics for the physical sciences, whether it's in the energy sector or, of \ncourse, the science labs, higher education, so on and so forth. So, AI is diverse. \n \nThe second thing is the applications are diverse. It could be in enterprise. It could be in the energy sector, \nmanufacturing sector, and such. Where it runs is diverse. It could be in the hyperscale cloud. It could be AI \nnatives. There's a whole network of AI natives that are cropping up around the world. Enterprises on-prem, \nindustrial in the factories, in the plants, all the way to supercomputing centers and the edge. Edge, including, of \ncourse, what most people see, self-driving cars, robotics, but a large growing network of computers inside \nmanufacturing plants, whether it's a chip plant or packaging or computer plants, all kinds of different types of \nmanufacturing plants. And then, of course, in the future, every single base station, every single radio network \nwould become an AI-powered radio network. And so where it runs. \n \nAnd then lastly, how it's governed. It could be operated by public cloud, but it could also have industrial regulatory \nreasons that prevents it from being run in a regulatory cloud. It could be because of confidential computing. It \ncould be because of national security reasons. Different data centers have to be built differently. \n \nNVIDIA is quite unique in the sense that we are the only company that builds all of the technology components. \nWe build it in an extreme co-design way, in a complete end-to-end way, in a full stack way. But then, we, of \ncourse, open the platform so that it could be integrated into all the different environments. But some environments \njust require – an enterprise, for example, require a company who has all of the technologies working together so \nthat they don't have to build it. They would like to buy it and operate it. And so there's many different segments of \nthe data center market where NVIDIA's total solution, fully integrated solution with full stack, but still open, that \nway of doing – of producing or delivering products is really, really important.", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION", - "metadata": { - "length": 4203, - "summary": "This page is a transcript of the Question and Answer section from NVIDIA Corp.'s Q1 2027 Earnings Call, dated May 20, 2026. It features a question from Joseph Moore of Morgan Stanley regarding business segmentation and competitive differences. Jen Hsun Huang, NVIDIA's CEO, responds by discussing the diversity of AI applications across various industries (such as manufacturing, life sciences, and energy) and environments (from hyperscale clouds to edge devices). He also highlights NVIDIA's unique position in building full-stack technology components.", - "page_nums": [ - 7 - ], - "keywords": [ - "NVIDIA Corp.", - "Morgan Stanley", - "Joseph Moore", - "Jen Hsun Huang", - "Joe", - "Colette", - "FactSet CallStreet, LLC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_56abad9f-95be-551c-9fdf-100d7854d205", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n8\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nAnd so if you look at our different segments, the way we broke it out into three large segments. You take all of the \nwords that I just said and you try to find the simplest factoring of it, it would be the hyperscale clouds, that would \nbe one large segment. And within that segment, there's three different ways that we operate. First way is that we \nhelp the hyperscale clouds accelerate their data processing and machine learning workloads. We accelerate and \nsupport their AI processing inside. We also, of course, bring a lot of business – NVIDIA ecosystem business to \ntheir public clouds. And so that's one segment. \n \nThe second segment is AI natives, enterprise on-prems, industrial on-prems and sovereign AI. That segment is \ngrowing incredibly fast because everybody needs AI, and we're going to see AI being adopted by every industry, \nevery country, every company. And so everybody wants to build it in a different way. And the fact that we provide \nthe entire solution, it makes it much easier, it makes it possible at all for people to be able to build these things. \n \nAnd then, of course, the robotic edge. Today, yesterday's computing was largely about personal computing. In the \nfuture, it's going to be about personal AI. And that personal AI, one example of it is the self-driving car. It's a car – \nit's a robotic system that's essentially your personal AI. And of course, there'll be all kinds of different types of \nrobotic systems, including even the base station radio network, as I mentioned, is going to be essentially a robotic \nsystem. \n \nAnd so that's the reason why we broke it all apart this way. It's the simplest way of understanding our business. \nEach one of them have different stacks in a lot of ways. They have different operating systems. They operate in a \ndifferent way. We go to market very differently in each one of them. The easiest go-to-market, of course, is the \nhyperscaler, because there are only five or six of them. But the rest of them – the rest of the industry represents a \ncouple of 250,000 companies around the world. That go-to-market is very complex, very diverse. Your \nunderstanding of AI has to be extremely diverse. \n \nAnd as you know, NVIDIA has the largest suite of acceleration libraries in the world from computational \nlithography to fluid dynamics to particle physics to molecular dynamics to the list goes on. And all of those \nlibraries are essential for us to engage the vertical industries that represents the second and the third category. \nOkay? \n \nSo, anyways, it's really about the fact that our business has now evolved and grown to such a large scale, it's \nhelpful to segment it so that you have a better understanding of how our business works. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Ben Reitzes with Melius Research. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nBen Reitzes \nAnalyst, Melius Research LLC \nQ \nHey, guys. Thanks so much. I wanted to ask, Jensen, I want to ask you about your philosophy on growth. Your \nData Center business ex-China grew about 120% in the quarter. And then, you're guiding about 100%. CapEx at \nthe hyperscalers is forecast by many, including myself, to like grow 90% to 100% this year. \n \nAnd you talked about Data Center still on track to be $3 trillion to $4 trillion by the end of the decade. I was just \nwondering, the goal for the company to grow faster than hyperscaler CapEx, are you comfortable in kind of \nendorsing that view? And do you still see hyperscaler CapEx kind of still growing after this year at a very rapid \nclip? Thanks a lot. \n .....................................................................................................................................................................................................................................................................", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Ben Reitzes with Melius Research. Your line is open.", - "metadata": { - "length": 4512, - "summary": "The Operator announces the next questioner, Ben Reitzes from Melius Research, and opens his line for questions.", - "page_nums": [ - 8 - ], - "keywords": [ - "Ben Reitzes", - "Melius Research" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_17ebd6e2-d651-5b03-b05d-31bab5669ac1", - "type": "page", - "content": "[SAME-AS NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Ben Reitzes with Melius Research. Your line is open. p8]", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Ben Reitzes", - "metadata": { - "length": 180, - "summary": "Ben Reitzes, an analyst from Melius Research LLC, asks Jensen Huang about NVIDIA's growth philosophy. He references the Data Center business's 120% growth ex-China and questions whether the company can grow faster than hyperscaler CapEx, which is forecast to grow 90-100%. He also asks for confirmation on the $3 trillion to $4 trillion data center market size by the end of the decade.", - "page_nums": [ - 8 - ], - "keywords": [ - "Ben Reitzes", - "Melius Research LLC", - "Jensen" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_43e3b0c8-4647-57de-bbce-95cf980d27b5", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n9\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nYeah. Thanks, Ben. So, first of all, we should be growing faster than hyperscale CapEx. And the reason for that is \nillustrated by the segmentation that I just described. Our Data Center business has two large parts. It has more \nparts than that, but we combined it into two large parts for simplicity's sake. It's much more complex than the two \nlarge parts, but I combined it into two, so that it's at least easier to understand. Okay? \n \nAnd so if you look at the first part is hyperscalers. That's the hyperscale CapEx that you were just talking about. \nAnd they're at $1 trillion this year. I have every expectation it's going to grow from here for fundamentally good \nreasons. This is the way computing is going to work in the future. And if they don't have the compute, they won't \nhave the revenues. It is very clear compute is revenues, compute is profit. And so the world is changing. SaaS \ndidn't used to use as much compute, but AI requires a tremendous amount of compute. \n \nBut you could do, of course, incredibly more, which is the reason why we heard about the frontier AI companies, \nboth Anthropic and OpenAI, growing at an incredible pace. The fact that they can grow within one month, what \nsome of the SaaS companies would have taken a decade to grow, tells you something. And so the first category \nis hyperscale and the CapEx is at $1 trillion, and it's growing towards the $3 trillion to $4 trillion. \n \nThe second category is all of the AI native clouds. They're regional. They're all over the place. There are startups \nall over the world supporting those companies. They're enterprise. 250,000 enterprise companies around the \nworld, many of them will have to build or want to build AI factories for themselves to operate. Many industrial \ncompanies, there's no choice but to put the computer where the context is, where the action is. You can't put that \nin the cloud. It has to respond reliably, quickly every single time. Can't imagine a chip plant – a chip fab being \nconnected to a cloud service provider, doesn't make any sense. \n \nAnd so, the second category, and then sovereign AI clouds, and so there's a whole category of data centers that \nsemi-custom chips just don't apply, because these data centers want to buy systems. They want to operate \nsystems. They don't want to design – they don't want to build it themselves. And so, the second category is \nextremely diverse. Instead of five or six, seven companies representing the revenues associated with our first \ncategory, the second category is hundreds, thousands of companies. And in the future, it will be hundreds of \nthousands of companies with a large number of companies with smaller installations. And that category is going \nto continue to grow at incredible pace. \n \nThis second category, when I talk about physical AI and I talk about how the rest of the $100 trillion industry that \nhas not been impacted by IT in the last 30 years, it's about to be impacted by AI, that is the segment that I'm \ntalking about. The second cluster is growing incredibly fast. Our share of that, of course, is very, very large. We're \nfairly unique in our ability to be able to serve this industry. Our platform is built like it's vertically integrated, so that \neverything works. But when – then we disassemble it, so that people can build and buy it in the configuration they \nwant and assemble it the way they like. \n \nAnd so, this second category is fairly poorly understood because they're just so many small companies, or so \nmany companies, and each one of the installations are relatively small compared to, of course, one of the \nhyperscalers. And so, if you look at the segmentation and the size of each, you could see that, in fact, we're \ngrowing share in the hyperscalers, because we now have much bigger support from Anthropic, a new partner of \nours, and we're helping them expand their capacity greatly in the coming years. And then, the second, very few \ncompanies have exposure into the second category, because of the platform solution that we have. \n .....................................................................................................................................................................................................................................................................", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Jen Hsun Huang", - "metadata": { - "length": 4581, - "summary": "This page contains a transcript from the NVIDIA Corp. Q1 2027 Earnings Call, featuring remarks by Jen Hsun Huang. The speaker discusses the segmentation of the Data Center business into two main categories: hyperscalers and AI native clouds (including sovereign AI). He highlights that hyperscaler CapEx is currently at $1 trillion and growing towards $3 to $4 trillion, while the second category involves hundreds of thousands of companies building their own AI factories.", - "page_nums": [ - 9 - ], - "keywords": [ - "NVIDIA Corp.", - "Jen Hsun Huang", - "Anthropic", - "OpenAI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_14752d2d-9cb9-5d5b-a027-2f783b9f1de9", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n10\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nOperator: Your next question comes from C.J. Muse with Cantor Fitzgerald. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nC.J. Muse \nAnalyst, Cantor Fitzgerald & Co. \nQ \nYeah. Good afternoon. Thank you for taking the question. You have Vera Rubin coming soon. And you, \nobviously, have great insight into coming updates to frontier models, new techniques to optimize around diverse \nAI workloads. With investors keenly focused on your market share in inference, how do you see Vera Rubin and \nyour extreme co-engineering impacting your share of the inference market as we look into late 2026, 2027? \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nWell, we are growing share in inference and we're growing share in inference very, very quickly. And the reason \nfor that is, this year, the number of frontier model companies grew. And so there's Cursor and Perplexity, and \nthere's some new model companies TML and Reflection and the list goes on. And so the number of frontier model \ncompanies has grown. \n \nAnd we added Anthropic to our partnership this year. They're expanding incredibly fast. We've partnered with \nthem to secure computing capacity across Azure, AWS, CoreWeave. I forget who else we've already announced, \nbut there's a whole list of others that we are bringing online for them. And so the amount of capacity that we're \ngoing to bring online for Anthropic this year and next year is going to be quite significant, very significant. And our \ncoverage of Anthropic has been largely zero until just recently. \n \nAnd so we're gaining share tremendously fast in inference. Vera Rubin is going to be even more successful than \nGrace Blackwell at this point. Every single – I can't think of one, every single frontier model company will jump on \nVera Rubin from the get go and that wasn't true before on Blackwell. And so Vera Rubin is off to a tremendous \nstart, and it'll surely be more successful than even Grace Blackwell. So, I think the end of your answer, C.J., is \nthat we're gaining share in inference. \n \nLet me go back again to the question that Ben was asking. Remember, so far, everything that I've just explained \nin the inference question is really focused on hyperscale. Remember, there's a whole second category of AI data \ncenters that we serve almost uniquely. This segment is very fragmented, requires a really well-integrated platform \nsolution and a very large go-to-market, and that segment, all of the inference, 100% of that, the vast majority of \nthat is NVIDIA. \n \nAnd then, of course, physical AI. NVIDIA is practically the only company serving physical AI today, and we've \nbeen working on physical AI for a long time. And so, that is also growing. So, our share of inference is growing \nvery quickly. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Timothy Arcuri with UBS. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nTimothy Arcuri \nAnalyst, UBS Securities LLC \nQ \nThanks a lot. Jensen, I wanted to ask about the traction you're getting with some of these custom merchant \nthings. You're doing stuff like CPX and LPX. And I just wanted to ask and see sort of you've talked before about \n[ph] SaaS LPX (00:37:50) being, I think, 20% of the market. So, I would imagine you're getting pretty good traction \nwith LPX. So, can you just talk about that and maybe also how that fits into your broader platform strategy? \nThanks.", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/C.J. Muse", - "metadata": { - "length": 4585, - "summary": "This page is a transcript from the NVIDIA Corp. Q1 2027 Earnings Call held on May 20, 2026. It features a discussion led by analyst C.J. Muse of Cantor Fitzgerald & Co., who asks about NVIDIA's market share in inference and the impact of the Vera Rubin architecture. Jen Hsun Huang responds by highlighting rapid growth in frontier model companies (such as Cursor, Perplexity, TML, Reflection, and Anthropic) and partnerships with cloud providers like Azure, AWS, and CoreWeave. The segment concludes with analyst Timothy Arcuri of UBS Securities LLC asking about traction in custom merchant products like CPX and LPX.", - "page_nums": [ - 10 - ], - "keywords": [ - "NVIDIA Corp.", - "C.J. Muse", - "Cantor Fitzgerald", - "Vera Rubin", - "Jen Hsun Huang", - "Cursor", - "Perplexity", - "TML", - "Reflection", - "Anthropic", - "Azure", - "AWS", - "CoreWeave", - "Grace Blackwell", - "Ben", - "Timothy Arcuri", - "UBS", - "CPX", - "LPX", - "FactSet CallStreet" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d9b49a31-4b7b-5b65-a9c6-bf303bce2153", - "type": "page", - "content": "[SAME-AS NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/C.J. Muse p10]", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Timothy Arcuri", - "metadata": { - "length": 98, - "summary": "The section titled \"Timothy Arcuri\" features a question from Timothy Arcuri, an analyst at UBS Securities LLC. He asks about the traction NVIDIA is gaining with custom merchant products like CPX and LPX, specifically referencing a previous comment that SaaS LPX accounts for 20% of the market. He requests further details on this traction and how it fits into the company's broader platform strategy.", - "page_nums": [ - 10 - ], - "keywords": [ - "Timothy Arcuri", - "UBS", - "UBS Securities LLC", - "Jensen", - "CPX", - "LPX" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1170cc91-e0f3-520f-a5c3-22127b3b442e", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n11\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nThe LPX is designed for low latency and high token rate, but its throughput is low. Its model size capacity is low. \nAnd its context processing, its ability to absorb a lot of context, for example, for software coding, for agentic \nworkloads, its ability to absorb a great deal of context is lower. And so the challenge is simply – and I've explained \nbefore that the use case for LPX is not broad. It's intended for somebody who has a fairly large portfolio of \ndifferent types of token services. And for the high token rate, maybe these services are quite premium and the \nnumber of customers is not significant, but the token rate is very high. And so, that remains exactly consistent \nwith what I've said before. And I still expect that. And so I expect that LPX and other SRAM-based, decode-\nfocused, high token rate generated focused accelerators will be a niche product for some time to come. \n \nAs you know, Grace Blackwell and Vera Rubin, we support the entire life cycle of AI from the data processing, \npreparing for training, okay, data processing to pre-training, to post-training, reinforcement learning, all the way to \ninference, Grace Blackwell is the best platform in the world to do all of that. And if we insert certain \ncircumstances, so long as the customer – the provider already has a high token rate service that they can offer, \nthen we can tack on an LPX and they could deliver that service even better. And so that's how I see the market. \n \nAnd I think whether it's 20% or 10%, just depends on where we are in the development of AI. I think today, it's a \nlot less than 20%. Someday, these premium tokens could be 20%. And we're ready to work with the service \nproviders to enable this capability. I'm excited about it. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Vivek Arya with Bank of America Securities. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nVivek Arya \nAnalyst, BofA Securities, Inc. \nQ \nThanks for taking my question. Jensen, there's a lot of excitement around CPU for agentic applications and just a \nlot of noise around the number of CPUs actually exceeding the number of GPUs. And I was just hoping that you \ncould kind of give your perspective that, first of all, is this an incremental workload? Is this kind of cannibalizing \nwhat the GPU would have done otherwise? \n \nAnd then, secondly, the $20 billion number that you gave, is that for standalone Vera CPUs, or is that kind of \nalready included in that Vera as part of Vera Rubin? So just if you could educate us on the role of CPU versus \nGPU. Is it cannibalistic? Is it incremental? And then, the $20 billion number, how to kind of put that in context with \nwhat you sell, right, which is usually the CPU as part of the GPU. Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nThe $20 billion is for standalone CPU. And remember, we have Vera is used in three ways, as a standalone – \nfour ways, as a – let me just start with the one that you already know. The first way is Vera Rubin. And we'll sell \nmillions of Rubins, and every two of them is connected to a Vera. And of course, we price those too. And they're \nproperly priced. And so that's number one use case. \n \nThe second use case is Vera standalone CPU. The third is Vera with CX9 and the software stack for storage. And \nthen Vera in a – with CX9 with a software stack for security and compute isolation and confidential computing. \nOkay? So each one of those use cases is built on Vera. And my sense is that we'll be supply constrained \nthroughout the entire life of Vera Rubin. There are four different use cases of it. And – but anyhow, the answer to \nyour question is of the $20 billion is a standalone.\n\nNVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n12\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \n \nWith respect to CPUs, an agent is essentially what people call a harness. And the agent has a harness that does \nthe – and the harness could be OpenClaw, it could be Hermes. Claude Code is essentially a harness around \nClaude, around the Opus model. OpenAI's Codex is a harness around the GPT-5.5 model. And so these are \nharnesses, and these harnesses provide for things like IO, orchestration, memory management, tool use, \nconnected to tools, for example, browsers and things like that, C compilers, Python compilers. And so, the \nharness runs on CPU and the tool use runs on CPUs. For example, if the AI were to do a search or do a browser, \nuse a browser, that would run on the CPU. \n \nThe world has 1 billion users, human users. My sense is that the world is going to have billions of agents. Not \ntoday. I mean, we're going to grow into it. But it will have billions of agents and those billions of agents will all use \ntools. And those tools are going to be like PCs. Just like us humans using PCs today, in the future, you'll have an \nagent using PC. \n \nAnd so, if you kind of think along the lines of in the future, you pick your favorite number of agents at the moment, \nat the moment, call it, a few hundred thousand, but in the future, call it, eventually a few billion, I could imagine \nthem all using – effectively having PCs that they can all use. \n \nEvery one of those agents are going to spin off sub-agents. And every time they spin these off, you're going to \nneed to do inference. That's where the thinking happens. All of the thinking happens on GPUs. All of the \norchestration essentially runs on CPUs and the sub-agents, when they're spun off, when they're thinking, they use \nGPUs. \n \nWhenever the agents use simulators, those can run on CPUs or GPUs, which is the reason why we're working so \nclosely with Cadence and Synopsys to accelerate all of the world's tools. We're accelerating all of the world's tools \nand data processing engines and database engines because agents use these tools and they have lower \npatience – tolerance than humans, and they want things to happen quickly. \n \nAnd so we're accelerating all of the world's tools so that it runs on CUDA. And you could see us doing that, when I \nwork with Cadence and Synopsys and Siemens and companies – and Adobe, that's because we're trying to get \nall of the world's tools to run on GPUs, because they already have GPUs and it's a lot faster. \n \nSo, we're going to need a lot more CPUs, and Vera was designed to be an agentic CPU. The CPUs of the past \nwere designed to have many cores, so that it could be easily rentable. People rented cores. Well, agents don't \nrent cores. They just want the work to be done fast. The economics of the past was dollars per core. That's the \neconomics of cloud computing of the past. The economics of AI of the future is tokens per dollar or dollars per \ntoken. And so, what we need to do in the future is to generate tokens, process tokens as fast as possible. And \nthat's what Vera does incredibly well. \n \nSo we're expecting to be very successful with Vera. But ultimately, what we're doing is we're building \ninfrastructure for AI and it needs incredibly great storage. That's the reason why we built STX. It needs incredibly \ngood networking. That's why we have Spectrum-X. It needs incredibly great GPUs, of course, and inferencing \nability. That's the reason why NVLink 72. It needs incredibly great security and confidential computing, which is \nthe reason why Vera Rubin is the world's first platform with end-to-end confidential computing. And it needs great \nCPUs. We've got it all covered. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Stacy Rasgon with Bernstein Research. Your line is open. \n .....................................................................................................................................................................................................................................................................\n\nNVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n13\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nStacy A. Rasgon \nAnalyst, Bernstein Research \nQ \nHi, guys. Thanks for taking my question. I wanted to go back to the segmentation. So, first of all, I'm just curious, \nwhere do you put the neo clouds across those two segments? Are they in hyperscale or are they in the AI cloud? \nPart of me assumes the latter, but I'm not so sure. And then, by just looking... \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nCorrect. \n ..................................................................................................................................................................................................................................................................... \nStacy A. Rasgon \nAnalyst, Bernstein Research \nQ \n...at the magnitude of them, I mean, they're both about the same magnitude now. It almost sounded to me like you \nwere suggesting that you thought the latter, the AI cloud would grow faster, maybe going forward than hyperscale. \nIs that what you were trying to say? Or do you see like the same kind of growth coming from both segments? \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nFirst of all, you're correct that AI native clouds. AI native clouds don't build chips – don't design their own chips \nand they can't really assemble unrelated parts together into an AI factory. And their patience, their tolerance for \ntime to first token is extremely low. And their need for an architecture that has a great deal of offtake, so that it \nruns every model has customers from everywhere, is incredibly high. And so that's the reason why NVIDIA's \narchitecture is so perfect for them. \n \nWe offer every component and whatever we don't offer, our ecosystems of partners offer it. And it's all fully \nintegrated. It all works together. The number of customers that could rent it from an AI native is incredibly high, \nbasically, every single AI builder, every AI native startup around the world, SaaS companies, enterprise \ncompanies, industrial companies. \n \nAnd so, our computing – our architecture is the most rentable of any computing platform in the world. So it's the \nmost performant. It's the easiest to put together. It's the most rentable. Has the best TCO. And it's the easiest to \nfinance. And so all of those properties are quite unique to the needs of AI natives. It's in the second category. \nThey're very similar to even OEMs and so on and so forth, large enterprises and so forth, surprisingly. Okay? So \nwe put that in the second category. \n \nIf you look at that segment, it started growing after the AI ecosystem developed in the hyperscale. Hyperscale \ndeveloped AI first for a lot of reasons. They have great computer science. They have excellent data center \ncapability. And they also focus largely on consumer applications, which, if not perfect, is not the end of the world. \nIt enhances the service, so long as it enhances the service. \n \nAnd so for many of the other applications, industrial applications, enterprise applications, until the AI is very \ncapable and does really productive work and does it safely, and it could do it in a way that can actually generate \nimpact and income, it doesn't really get used. And so you expect the second category to develop slower than \nhyperscale, and you could see that in the numbers. \n \nHowever, long term, if you look at industrial and enterprise, clearly, that's where future economics is going to be, \nbecause it represents some $50 trillion, $80 trillion of the world's economy. And it's going to be larger than that", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Vivek Arya", - "metadata": { - "length": 13504, - "summary": "Vivek Arya, an analyst from Bank of America Securities, asks about the role of CPUs in agentic applications and whether they are cannibalizing GPU workloads. He specifically questions if a previously mentioned $20 billion figure refers to standalone Vera CPUs or is included within the Vera Rubin platform. Jen Hsun Huang responds by clarifying that the $20 billion figure represents standalone CPU sales. He further explains that Vera is utilized in four distinct ways: as part of the Vera Rubin platform (where two Rubins connect to one Vera), as a standalone CPU, with CX9 for storage software stacks, and with CX9 for security and confidential computing.", - "page_nums": [ - 11, - 12, - 13 - ], - "keywords": [ - "Vivek Arya", - "Bank of America Securities", - "Jensen", - "Vera", - "$20 billion", - "Vera Rubin", - "CX9" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_9bceba10-7089-55d6-ba26-c6eb578a1d51", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n14\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nbecause of AI. And so I expect the second category to be larger over time, both in the near term, over the next \nseveral years. I think it's a foregone conclusion, both are going to grow incredibly fast. I expect the second \ncategory to still grow faster, but both are going to grow incredibly fast. And then, I'm hoping that within the next \nfive years, physical AI and robotics segment is going to grow incredibly fast. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Jim Schneider with Goldman Sachs. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nJames Edward Schneider \nAnalyst, Goldman Sachs & Co. LLC \nQ \nGood afternoon. Thanks for taking my question. Back at GTC, I believe you discussed $1 trillion visibility into both \nyour Rubin and Blackwell platform revenue. But I believe that excluded things like LPX, Rubin CPX and the Vera \nCPU racks. Can you maybe give us a sense about whether the Vera CPUs are going to be the biggest source of \nupside above and beyond that $1 trillion? Are you contemplating other sort of combinations of products, including \nCPUs that would allow you to gain an even greater share of that total TAM? Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nIn terms of incremental above the $1 trillion, I would say, one, the continued growing of share of the frontier AI \nmodels. I'm expecting to grow more share. And so I'm expecting that to grow. Number two, we didn't include any \nVera CPU, standalone CPU in that number. And so I expect that to be the second largest. The TAM is, of course, \nquite large in agentic systems, and all of our customers are quite excited about Vera, and we're going to sell a \nwhole bunch of Veras. \n \nAnd then third would be LPX, because as I explained earlier, LPX is designed as a – because of its SRAM \narchitecture, it has the benefit of very low latency and very high interactivity, but it's also its throughput and its \ncontext processing ability is also quite limited. And that's just kind of the nature of SRAM type-based systems. But \nthe combination, we'll be able to address the entire spectrum of AI from pre-training to post-training to inference \nagentic systems through the combination of Vera Rubin and LPX. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Joshua Buchalter with TD Cowen. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nJoshua Buchalter \nAnalyst, TD Cowen \nQ \nHey, guys. Thanks for taking my question, and congrats on the great results. Colette, I believe in your prepared \nremarks, you mentioned GB300 is sort of the fastest ramp in the company's history. How should we think about \nVera Rubin against this benchmark? It's, obviously, a new architecture at the silicon level, but similar rack. Does \nthat mean we should expect a similar slope to the Vera Rubin ramp as the GB300? Or should it be a bit more \ngradual given the new silicon? Thank you. \n ..................................................................................................................................................................................................................................................................... \nColette M. Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nA \nYeah. Well, we have indicated for a while that we will be launching Vera Rubin in the second half. We will start in \nQ3. That will be our initial pieces together. And then once we get to Q4, we're probably going to start to see our \nramping continue. It's hard to say at this point what will be a faster ramp. But again, we have demand already \nplanned. We've got POs. We've got almost all of our major customers ready to go. And these are very complex", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Jim Schneider with Goldman Sachs. Your line is open.", - "metadata": { - "length": 5142, - "summary": "The Operator introduces the next questioner, Jim Schneider from Goldman Sachs. The section includes his full name and title as an Analyst at Goldman Sachs & Co. LLC, followed by his question regarding NVIDIA's $1 trillion revenue visibility, specifically asking about the potential upside from Vera CPUs compared to Rubin and Blackwell platforms, and whether they are considering other product combinations to capture more Total Addressable Market (TAM).", - "page_nums": [ - 14 - ], - "keywords": [ - "Jim Schneider", - "Goldman Sachs", - "James Edward Schneider", - "Goldman Sachs & Co. LLC" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c750fb3d-bd2b-5394-9c2d-0f1ede57161e", - "type": "page", - "content": "[SAME-AS NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Jim Schneider with Goldman Sachs. Your line is open. p14]", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/James Edward Schneider", - "metadata": { - "length": 181, - "summary": "James Edward Schneider, an analyst from Goldman Sachs & Co. LLC, asks about the potential upside beyond the $1 trillion visibility for Rubin and Blackwell platform revenue discussed at GTC. He specifically inquires if Vera CPUs will be a major source of growth and if NVIDIA is considering other product combinations to capture more Total Addressable Market (TAM). Jen Hsun Huang responds by identifying three drivers for incremental growth: continued share growth in frontier AI models, the inclusion of standalone Vera CPUs which are expected to be the second largest category, and LPX architecture designed for low latency and high interactivity.", - "page_nums": [ - 14 - ], - "keywords": [ - "James Edward Schneider", - "Goldman Sachs", - "Jen Hsun Huang", - "NVIDIA Corp.", - "GTC", - "Rubin", - "Blackwell", - "Vera CPUs", - "LPX", - "Rubin CPX", - "Vera CPU racks" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_04ba50ec-34d6-5f33-a51c-41b642c6b91b", - "type": "page", - "content": "[SAME-AS NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Jim Schneider with Goldman Sachs. 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(NVDA) \nQ1 2027 Earnings Call \nCorrected Transcript \n20-May-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n15\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nsystems that we need to put together. So I think it's just about the timing that it's going to take for us to get that \ninto market. \n \nNothing else other than getting from production of all of the different systems that we have ready for order. So, a \nlittle early to say, but yes, we're going to start in Q3 and continue to ramp into Q4 and Q1 of next year certainly is \ngoing to be very big as well. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: There are no further questions at this time. Toshiya Hari, I turn the call back over to you. \n ..................................................................................................................................................................................................................................................................... \nToshiya Hari \nVice President-Investor Relations & Strategic Finance, NVIDIA Corp. \nThank you. Before I hand it over to Jensen, please note Jensen will be giving a keynote at GTC Taipei at \nCOMPUTEX on June 1. We will also be participating at the TD Cowen TMT Conference on May 28, and the Bank \nof America Global Technology Conference on June 4. Our earnings call to discuss the results of our second \nquarter of fiscal 2027 is scheduled for August 26. \n \nWith that, here's Jensen to close us out. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nThis was an extraordinary quarter. Demand has gone parabolic. The reason is simple. Agentic AI has arrived. AI \ncan now do productive and valuable work. Tokens are now profitable. So model makers are in a race to produce \nmore. In the AI era, compute capacity is revenue and profits. NVIDIA is the platform of this era. Of all the \nplatforms in the world, NVIDIA Compute supports the richest diversity of demand. Let me highlight my top five \nthings. \n \nFirst, NVIDIA is the only platform that runs every frontier AI model. With the addition of Anthropic to our existing \npartners, OpenAI, xAI, Meta MSL, Gemini, and many others, our share of frontier AI is growing. \n \nSecond, we are in every hyperscale cloud, supporting their core data processing and machine learning \nworkloads, internal AI services, as well as supporting their demand for NVIDIA users in their public cloud services. \n \nThird, our full stack complete AI factory solution and vast global ecosystem let us uniquely address new AI data \ncenter segments, mew AI native clouds and sovereign AI clouds and on-premises enterprise and industrial \ninfrastructure. This is that second category I was talking about earlier. \n \nFourth, NVIDIA CUDA extends all the way to the edge. Robotics, autonomous vehicles, embedded medical \ninstruments. AI-RAN, telco base stations. The next wave is physical AI with billions of autonomous and robotic \nsystems operating in the physical world. This is the third segment we were talking about earlier. \n \nAnd rounding out the top five things, we have a major new growth driver, Vera, the world's first CPU purpose built \nfor agentic AI. Vera opens a brand new $200 billion TAM for NVIDIA, a market we have never addressed before. \nAnd every major hyperscaler and system maker is partnering with us to deploy it. \n \nThe world is rebuilding computing for agentic AI and robotic physical AI. NVIDIA sits at the center of these \ntransitions. We built NVIDIA Compute platform over three decades, one architecture, vast ecosystem, extreme", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Joshua Buchalter", - "metadata": { - "length": 4278, - "summary": "Joshua Buchalter, an analyst from TD Cowen, asks Colette M. Kress about the ramp-up of the Vera Rubin architecture compared to the GB300 benchmark. He questions whether the new silicon will result in a similar slope or a more gradual ramp. Colette M. Kress responds that Vera Rubin is scheduled for launch in the second half of the year, starting in Q3 and continuing into Q4 and Q1 of the next year, noting that demand is already planned with major customers ready.", - "page_nums": [ - 14, - 15 - ], - "keywords": [ - "Joshua Buchalter", - "TD Cowen", - "Colette M. 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It has arrived. \n \nLook forward to catching up next time. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: This concludes today's conference call. You may now disconnect. \n \n \n \n \n \n \n \n \n \n \n \nDisclaimer \nThe information herein is based on sources we believe to be reliable but is not guaranteed by us and does not purport to be a complete or error-free statement or summary of the available data. \nAs such, we do not warrant, endorse or guarantee the completeness, accuracy, integrity, or timeliness of the information. You must evaluate, and bear all risks associated with, the use of any \ninformation provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis \nof investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. This report is published solely for information purposes, and is \nnot to be construed as financial or other advice or as an offer to sell or the solicitation of an offer to buy any security in any state where such an offer or solicitation would be illegal. Any \ninformation expressed herein on this date is subject to change without notice. Any opinions or assertions contained in this information do not represent the opinions or beliefs of FactSet \nCallStreet, LLC. FactSet CallStreet, LLC, or one or more of its employees, including the writer of this report, may have a position in any of the securities discussed herein. \n \nTHE INFORMATION PROVIDED TO YOU HEREUNDER IS PROVIDED \"AS IS,\" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FactSet CallStreet, LLC AND ITS LICENSORS, \nBUSINESS ASSOCIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SAME, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED \nWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE \nLAW, NEITHER FACTSET CALLSTREET, LLC NOR ITS OFFICERS, MEMBERS, DIRECTORS, PARTNERS, AFFILIATES, BUSINESS ASSOCIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY \nINDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, \nSECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES IS ADVISED \nOF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THE INFORMATION PROVIDED HEREIN OR ANY OTHER SUBJECT MATTER HEREOF. \n \nThe contents and appearance of this report are Copyrighted FactSet CallStreet, LLC 2026 CallStreet and FactSet CallStreet, LLC are trademarks and service marks of FactSet CallStreet, LLC. All \nother trademarks mentioned are trademarks of their respective companies. All rights reserved.", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/Disclaimer", - "metadata": { - "length": 3487, - "summary": "This page is the conclusion of the NVIDIA Corp. Q1 2027 Earnings Call transcript, dated May 20, 2026. It features a brief closing statement regarding agentic AI and the operator's announcement that the call has ended. 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Kress", - "level": 3, - "summary": "This page is a transcript from NVIDIA Corp.'s Q1 2027 Earnings Call, featuring remarks by Chief Financial Officer Colette M. Kress. She reports exceptional financial results, including total revenue of $82 billion and Data Center revenue of $75 billion, driven by strong demand for Blackwell architecture products like the GB300 NVL72. The text also outlines the company's new reporting framework, which divides market platforms into Data Center (Hyperscale and ACIE) and Edge Computing. This page is a transcript from NVIDIA Corp.'s Q1 2027 Earnings Call, focusing on Data Center results and the accelerating demand for AI infrastructure. It details significant revenue growth in hyperscale and ACIE segments, noting that sovereign revenue increased over 80% year-over-year. The text highlights the deployment of Blackwell architecture across major cloud providers like Microsoft, AWS, and Google, and discusses the strategic partnerships with companies such as OpenAI and Anthropic. This page is a transcript from NVIDIA Corp.'s Q1 2027 Earnings Call, dated May 20, 2026. It details the company's performance in AI infrastructure, highlighting the success of Blackwell Ultra and the upcoming Vera CPU architecture. The text also covers revenue growth in Edge Computing and Physical AI, mentions partnerships with Google and Uber, and discusses regulatory challenges regarding exports to China.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Toshiya Hari", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/MANAGEMENT DISCUSSION SECTION/Toshiya Hari", - "level": 3, - "summary": "This page is a corrected transcript of NVIDIA Corp.'s Q1 2027 Earnings Call dated May 20, 2026. The speaker details financial results including $145 billion in total supply, gross margins around 75%, and record free cash flow of $49 billion. It outlines capital allocation strategies such as increasing the quarterly dividend to $0.20 per share and authorizing an $80 billion share repurchase program. The outlook for Q2 projects revenue of $91 billion, with full-year expectations for 2027 tax rates between 16% and 18%. The section concludes with a transition to the Q&A session led by Toshiya Hari.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "QUESTION AND ANSWER SECTION", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION", - "level": 2, - "summary": "This page is a transcript of the Question and Answer section from NVIDIA Corp.'s Q1 2027 Earnings Call, dated May 20, 2026. It features a question from Joseph Moore of Morgan Stanley regarding business segmentation and competitive differences. 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He also asks for confirmation on the $3 trillion to $4 trillion data center market size by the end of the decade.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Jen Hsun Huang", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Jen Hsun Huang", - "level": 3, - "summary": "This page contains a transcript from the NVIDIA Corp. Q1 2027 Earnings Call, featuring remarks by Jen Hsun Huang. The speaker discusses the segmentation of the Data Center business into two main categories: hyperscalers and AI native clouds (including sovereign AI). He highlights that hyperscaler CapEx is currently at $1 trillion and growing towards $3 to $4 trillion, while the second category involves hundreds of thousands of companies building their own AI factories.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C.J. Muse", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/C.J. Muse", - "level": 3, - "summary": "This page is a transcript from the NVIDIA Corp. Q1 2027 Earnings Call held on May 20, 2026. It features a discussion led by analyst C.J. Muse of Cantor Fitzgerald & Co., who asks about NVIDIA's market share in inference and the impact of the Vera Rubin architecture. Jen Hsun Huang responds by highlighting rapid growth in frontier model companies (such as Cursor, Perplexity, TML, Reflection, and Anthropic) and partnerships with cloud providers like Azure, AWS, and CoreWeave. The segment concludes with analyst Timothy Arcuri of UBS Securities LLC asking about traction in custom merchant products like CPX and LPX.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Timothy Arcuri", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Timothy Arcuri", - "level": 3, - "summary": "The section titled \"Timothy Arcuri\" features a question from Timothy Arcuri, an analyst at UBS Securities LLC. 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He further explains that Vera is utilized in four distinct ways: as part of the Vera Rubin platform (where two Rubins connect to one Vera), as a standalone CPU, with CX9 for storage software stacks, and with CX9 for security and confidential computing.", - "chunk_count": 3, - "children": [] - }, - { - "title": "Operator: Your next question comes from Jim Schneider with Goldman Sachs. Your line is open.", - "path": "NVDA Q1 FY27 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Jim Schneider with Goldman Sachs. Your line is open.", - "level": 3, - "summary": "The Operator introduces the next questioner, Jim Schneider from Goldman Sachs. The section includes his full name and title as an Analyst at Goldman Sachs & Co. 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services, and technologies, \nincluding Blackwell and Vera Rubin, and related trends and drivers; expectations with respect to supply and demand for NVIDIA’s products, services, and technologies, including Blackwell and Vera Rubin, and \nrelated matters including inventory, production and distribution; NVIDIA’s financial position and financial and business outlook; NVIDIA’s future cash dividends and other returns to shareholders; expectations \nwith respect to technology developments and related trends and drivers; projected market growth and trends; expectations with respect to AI and related industries; and other statements that are not historical \nfacts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to \nthe “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management and are subject to risks and uncertainties that could cause \nresults to be materially different than expectations. \nImportant factors that could cause actual results to differ materially include: global economic and political conditions; NVIDIA’s reliance on third parties to manufacture, assemble, package and test NVIDIA’s\nproducts; the impact of technological development and competition; development of new products and technologies or enhancements to NVIDIA’s existing product and technologies; market acceptance of\nNVIDIA’s products or NVIDIA’s partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of\nperformance of NVIDIA’s products or technologies when integrated into systems; NVIDIA’s ability to realize the potential benefits of business investments or acquisitions; and changes in applicable laws and\nregulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on\nForm 10-K and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are\nnot guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events\nor circumstances. \nMany of the products and features described herein remain in various stages and will be offered on a when-and-if-available basis. The statements within are not intended to be, and should not be interpreted as\na commitment, promise, or legal obligation, and the development, release, and timing of any features or functionalities described for our products is subject to change and remains at the sole discretion of\nNVIDIA. NVIDIA will have no liability for failure to deliver or delay in the delivery of any of the products, features or functions set forth herein. \nNVIDIA uses certain non-GAAP measures in this presentation including non-GAAP gross margin, non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings\nper share, and free cash flow. NVIDIA believes the presentation of its non-GAAP financial measures enhances investors' overall understanding of the company's historical financial performance. The presentation\nof the company's non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the company's financial results prepared in accordance with GAAP, and the company's non-GAAP\nmeasures may be different from non-GAAP measures used by other companies. Further information relevant to the interpretation of non-GAAP financial measures, and reconciliations of these non-GAAP\nfinancial measures to the most comparable GAAP measures, may be found in the slide titled “Reconciliation of Non-GAAP to GAAP Financial Measures”.", - "path": "NVIDIA Q1 FY27 Quarterly Presentation.pdf/Root/Investor Presentation", - "metadata": { - "length": 4295, - "summary": "This section serves as the title page and disclaimer for NVIDIA's Investor Presentation for Q1 FY27, dated May 2026. It includes a forward-looking statements warning referencing the Securities Act of 1933 and the Securities Exchange Act of 1934, outlines important factors that could cause actual results to differ from expectations (such as global economic conditions and technological developments), clarifies product availability terms, and explains the use of non-GAAP financial measures.", - "page_nums": [ - 1, - 2 - ], - "keywords": [ - "NVIDIA", - "Blackwell", - "Vera Rubin", - "Securities Act of 1933", - "Securities Exchange Act of 1934", - "SEC", - "Form 10-K", - "Form 10-Q" - ], - "connect_to": [ - { - "target": "asset_6a55f59a-4f11-5cf6-b367-1fa6932938f5", - "relation": "embeds", - "ref": "[images/image_page_1_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 5760, - "height": 3240 - }, - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 5760, - "height": 3240 - } - ] - } - }, - { - "chunk_id": "node_be9e2625-fd1e-541e-b228-5b9503a7a0e8", - "type": "page", - "content": "Revenue\n$ in billions\n$44.1B\n$81.6B\nQ1 FY26\nQ1 FY27\nStrong growth across a diverse end-customer base – \nhyperscalers to model builders to AI Clouds, enterprise on-\npremise and sovereign customers\nBlackwell adopted and deployed by every major hyperscaler, \nevery cloud provider, and every model builder\nVera Rubin on track for the second half of this year, starting \nin Q3\nNVIDIA AI infrastructure delivers the lowest token cost and \nhighest token throughput as shown in latest MLPerf and \nInferenceX benchmarks\nAgentic AI and reinforcement learning represent new CPU \ngrowth opportunities", - "path": "NVIDIA Q1 FY27 Quarterly Presentation.pdf/Root/Revenue", - "metadata": { - "length": 588, - "summary": "This page presents a financial overview of NVIDIA's revenue growth, comparing Q1 FY26 ($44.1B) to Q1 FY27 ($81.6B). The slide highlights key drivers including strong adoption of Blackwell architecture across hyperscalers and cloud providers, new opportunities in Agentic AI, the upcoming Vera Rubin platform, and superior performance metrics from MLPerf benchmarks.", - "page_nums": [ - 3 - ], - "keywords": [ - "NVIDIA", - "Blackwell", - "Vera Rubin", - "MLPerf", - "InferenceX" - ], - "connect_to": [ - { - "target": "asset_f3f2127b-5dbc-5ca7-882f-ab2c2d6d223f", - "relation": "embeds", - "ref": "[images/image_page_3_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 5760, - "height": 3240 - } - ] - } - }, - { - "chunk_id": "node_e9105536-87e7-584e-a134-a86ac0950290", - "type": "page", - "content": "Data Center\nRevenue $ in billions\n$17.6B\n$37.9B\nQ1 FY26\nQ1 FY27\nHyperscale\n$21.5B\n$37.4B\nQ1 FY26\nQ1 FY27\nAI Clouds, Industrial, and Enterprise (ACIE)\nContinued strong demand for our Blackwell architecture\nData Center will include two sub-markets, Hyperscale and ACIE, which incorporates AI Clouds, Industrial, and Enterprise. Hyperscale will include revenue from the public clouds and the \nworld’s largest consumer internet companies, while ACIE addresses our growth opportunity in diverse AI purpose-built data centers and AI factories across industries and countries", - "path": "NVIDIA Q1 FY27 Quarterly Presentation.pdf/Root/Data Center", - "metadata": { - "length": 568, - "summary": "This page displays a bar chart illustrating Data Center revenue in billions of dollars, comparing performance between Q1 FY26 and Q1 FY27. The data is segmented into two sub-markets: Hyperscale and AI Clouds, Industrial, and Enterprise (ACIE). Both segments show significant growth, with Hyperscale rising from $17.6B to $37.9B and ACIE increasing from $21.5B to $37.4B. 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The chart shows a significant increase in gross margin from 60.5% to 74.9% for GAAP and from 60.8% to 75.0% for Non-GAAP. A note at the bottom explains that this year-on-year increase is driven by lower inventory provisions, specifically due to a $4.5B charge associated with H20 excess inventory in the prior year.", - "page_nums": [ - 5 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_fb721189-8307-5883-ae12-9a19b23de5fb", - "relation": "embeds", - "ref": "[images/image_page_5_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 5760, - "height": 3240 - } - ] - } - }, - { - "chunk_id": "node_6e961b3d-e87a-54dd-9df7-6067876700f2", - "type": "page", - "content": "Operating Expenses\n$ in billions\n$5.0B\n$7.6B\nQ1 FY26\nQ1 FY27\nGAAP\n$5.0B\n$7.4B\nQ1 FY26\nQ1 FY27\nNon-GAAP\nInvesting to address the multitude of growth opportunities ahead", - "path": "NVIDIA Q1 FY27 Quarterly Presentation.pdf/Root/Operating Expenses", - "metadata": { - "length": 167, - "summary": "The page displays a bar chart titled 'Operating Expenses' showing financial data in billions of dollars. It compares GAAP and Non-GAAP expenses for Q1 FY26 and Q1 FY27, highlighting an increase from $5.0B to $7.6B (GAAP) and $5.0B to $7.4B (Non-GAAP). 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The GAAP section shows an increase from $0.76 in Q1 FY26 to $2.39 in Q1 FY27, while the Non-GAAP section rises from $0.78 to $1.87 over the same period. A caption at the bottom notes that top-line growth and operating leverage drove this accelerating EPS growth.", - "page_nums": [ - 7 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_d4ca79c6-de1d-53f2-89c4-cfa1f986d65b", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 5760, - "height": 3240 - } - ] - } - }, - { - "chunk_id": "node_62f0c875-13c1-5a54-a754-f57b6c6d0d3b", - "type": "page", - "content": "Free Cash Flow and Capital Return\n$ in billions\n$26.1B\n$48.6B\nQ1 FY26\nQ1 FY27\nFree Cash Flow\n~$14.0B\n~$20.0B\nQ1 FY26\nQ1 FY27\nCapital Return\nReturned a record ~$20B to our shareholders, while executing strategic investments.\nAnnounced new $80B share repurchase authorization, on top of ~$39B remaining as of Q1 FY27.\nIncreased quarterly dividend from $0.01 to $0.25 per share.\nDividends\nShare Repurchases", - "path": "NVIDIA Q1 FY27 Quarterly Presentation.pdf/Root/Free Cash Flow and Capital Return", - "metadata": { - "length": 403, - "summary": "This page displays a financial chart titled 'Free Cash Flow and Capital Return' with values in billions of dollars. It compares data for Q1 FY26 and Q1 FY27, showing Free Cash Flow increasing from $26.1B to $48.6B. The Capital Return section breaks down shareholder returns into Dividends (~$14.0B) and Share Repurchases (~$20.0B) for the respective periods. 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A note below specifies that for the full fiscal year 2027, non-GAAP tax rates are expected to be between 16.0% and 18.0%. A footnote clarifies that the revenue outlook does not assume any Data Center compute revenue from China.", - "page_nums": [ - 11 - ], - "keywords": [ - "NVIDIA", - "China" - ], - "connect_to": [ - { - "target": "asset_4827bb25-a33d-5ed1-89e4-880afc1953ae", - "relation": "embeds", - "ref": "[tables/table_page_11_1.html]" - } - ], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 5760, - "height": 3240 - } - ] - } - }, - { - "chunk_id": "node_d1f74004-b3ae-56b5-bd15-2de180154a28", - "type": "page", - "content": "Reconciliation of Non-GAAP to \nGAAP Financial Measures\n\nReconciliation of Non-GAAP to GAAP Financial Measures\nQ1 FY27\nNon-GAAP\nAcquisition-Related \nand Other Costs (A)\nOther (B)\nTax Impact of \nAdjustments\nGAAP\nGross margin ($ in million)\n$61,232 \n(47)\n(28)\n—\n$61,157 \nGross margin %\n75.0%\n(0.1)\n—\n—\n74.9%\nOperating expense ($ in million)\n$7,449 \n172 \n—\n—\n$7,621 \nOperating income ($ in million)\n$53,783 \n(219)\n(28)\n—\n$53,536 \nNet income ($ in million)\n$45,548 \n(219)\n15,882 \n(2,890)\n$58,321 \nDiluted shares (millions) \n24,391\n—\n—\n—\n24,391\nDiluted EPS\n$1.87 \n(0.01)\n0.65 \n(0.12)\n$2.39 \nA. Consists of amortization of intangible assets, transaction costs, and certain compensation charges.\nB. Other consists of net gain from equity securities, interest expense related to acquisition consideration discount to be paid in the future and amortization of debt discount, legal settlements, dividend income on equity securities, and share of net earnings related to \nequity method investments.\nBeginning in Q1 FY27, NVIDIA’s non-GAAP financial measures no longer exclude stock-based compensation expense. The historical non-GAAP financial information presented has been updated to include stock-based compensation expense.\n\nReconciliation of Non-GAAP to GAAP Financial Measures\nQ1 FY26\nNon-GAAP\nAcquisition-Related \nand Other Costs (A)\nOther (B)\nTax Impact of \nAdjustments\nGAAP\nGross margin ($ in million)\n$26,794 \n(123)\n(3)\n—\n$26,668 \nGross margin %\n60.8%\n(0.3)\n—\n—\n60.5%\nOperating expense ($ in million)\n$4,993 \n37 \n—\n—\n$5,030 \nOperating income ($ in million)\n$21,801 \n(160)\n(3)\n—\n$21,638 \nNet income ($ in million)\n$19,094 \n(160)\n(179)\n20 \n$18,775 \nDiluted shares (millions) \n24,611\n—\n—\n—\n24,611\nDiluted EPS\n$0.78 \n(0.01)\n(0.01)\n—\n$0.76 \nA. Consists of amortization of intangible assets, transaction costs, and certain compensation charges.\nB. Other consists of legal settlements, net loss from equity securities, and interest expense related to amortization of debt discount.\nBeginning in Q1 FY27, NVIDIA’s non-GAAP financial measures no longer exclude stock-based compensation expense. The historical non-GAAP financial information presented has been updated to include stock-based compensation expense.", - "path": "NVIDIA Q1 FY27 Quarterly Presentation.pdf/Root/Reconciliation of Non-GAAP to GAAP Financial Measures", - "metadata": { - "length": 2203, - "summary": "The section titled 'Reconciliation of Non-GAAP to GAAP Financial Measures' presents two detailed tables comparing financial metrics for Q1 FY27 and Q1 FY26. The tables reconcile Non-GAAP figures to GAAP figures by accounting for adjustments related to acquisition costs, other items (such as legal settlements and equity securities), and tax impacts. 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The first table details the Q2 FY27 outlook, reconciling Non-GAAP gross margin (75.0%) and operating expenses ($8,300 million) to their GAAP equivalents by accounting for acquisition-related costs. 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a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-presentation/page_citation_assets/page-9.png b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-presentation/page_citation_assets/page-9.png deleted file mode 100644 index 1791f196c..000000000 Binary files a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-presentation/page_citation_assets/page-9.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-presentation/tables/table_page_10_1.html b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-presentation/tables/table_page_10_1.html deleted file mode 100644 index 6a2fc668f..000000000 --- a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-presentation/tables/table_page_10_1.html +++ /dev/null @@ -1,46 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Q1 FY27YoY %Q1 FY26
Revenue$81.685%$44.1
Gross Margin %75.0%+14.2 pts60.8%
Operating Expenses$7.449%$5.0
Operating Income$53.8147%$21.8
Net Income$45.5139%$19.1
Diluted EPS$1.87140%$0.78
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Q2 FY27
Revenue$91.0 billion*+ / - 2%
Gross Margin %75.0%+ / - 50 bps
Operating Expenses$8.3 billionApproximately
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Tax Impact of Q1 FY27 Non-GAAPAcquisition-Related GAAPand Other Costs (A)Other (B)Adjustments
Gross margin ($ in million) $61,232(47)(28)—$61,157
Gross margin % 75.0%(0.1)——74.9%
Operating expense ($ in million) $7,449172——$7,621
Operating income ($ in million) $53,783(219)(28)—$53,536
Net income ($ in million) $45,548(219)15,882(2,890)$58,321
Diluted shares (millions) 24,391———24,391
Diluted EPS $1.87(0.01)0.65(0.12)$2.39
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Tax Impact of Q1 FY26 Non-GAAPAcquisition-Related GAAPand Other Costs (A)Other (B)Adjustments
Gross margin ($ in million) $26,794(123)(3)—$26,668
Gross margin % 60.8%(0.3)——60.5%
Operating expense ($ in million) $4,99337——$5,030
Operating income ($ in million) $21,801(160)(3)—$21,638
Net income ($ in million) $19,094(160)(179)20$18,775
Diluted shares (millions) 24,611———24,611
Diluted EPS $0.78(0.01)(0.01)—$0.76
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($ in Millions)Q2 FY27 Outlook
Non-GAAP gross margin75.0%
Impact of acquisition-related costs and other costs(0.1%)
GAAP gross margin74.9%
Non-GAAP operating expenses$8,300
Acquisition-related costs and other costs200
GAAP operating expenses$8,500
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Purchases Related toPrincipal Payments on
Property and EquipmentProperty and EquipmentNet Cash Provided by
($ in Millions)Free Cash Flowand Intangible Assetsand Intangible AssetsOperating Activities
Q1 FY2027$48,554(1,757)(33)$50,344
Q1 FY 2026$26,135(1,227)(52)$27,414
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Q1 FY27YoY %Q1 FY26
Revenue$81.685%$44.1
Gross Margin %74.9%+14.4 pts60.5%
Operating Expenses$7.652%$5.0
Operating Income$53.5147%$21.6
Net Income$58.3211%$18.8
Diluted EPS$2.39214%$0.76
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Financial Information\nItem 1. Financial Statements (Unaudited)\nNVIDIA Corporation and Subsidiaries\nCondensed Consolidated Statements of Income\n(In millions, except per share data)\n(Unaudited)\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\nRevenue\n$\n81,615 \n$\n44,062 \nCost of revenue\n20,458 \n17,394 \nGross profit\n61,157 \n26,668 \nOperating expenses\n \n \nResearch and development\n6,321 \n3,989 \nSales, general and administrative\n1,300 \n1,041 \nTotal operating expenses\n7,621 \n5,030 \nOperating income\n53,536 \n21,638 \nInterest income\n540 \n515 \nInterest expense\n(102)\n(63)\nOther income (expense), net\n15,929 \n(180)\nTotal other income, net\n16,367 \n272 \nIncome before income tax\n69,903 \n21,910 \nIncome tax expense\n11,582 \n3,135 \nNet income\n$\n58,321 \n$\n18,775 \nNet income per share:\nBasic\n$\n2.40 \n$\n0.77 \nDiluted\n$\n2.39 \n$\n0.76 \nWeighted average shares used in per share computation:\nBasic\n24,286 \n24,441 \nDiluted\n24,391 \n24,611 \nSee accompanying Notes to Condensed Consolidated Financial Statements.\n3", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. 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Financial Statements (Unaudited)/b) Condensed Consolidated Statements of Comprehensive Income for the three months ended April 26, 2026 and April 27, 2025", - "metadata": { - "length": 557, - "summary": "The page displays the Condensed Consolidated Statements of Comprehensive Income for NVIDIA Corporation and Subsidiaries for the three months ended April 26, 2026, and April 27, 2025. 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Financial Statements (Unaudited)/c) Condensed Consolidated Balance Sheets as of April 26, 2026 and January 25, 2026", - "metadata": { - "length": 1536, - "summary": "The page displays the Condensed Consolidated Balance Sheets for NVIDIA Corporation and Subsidiaries, presented in millions of dollars and marked as Unaudited. The table compares financial data across two periods: April 26, 2026, and January 25, 2026. It details Assets (including current assets like cash and receivables), Liabilities and Shareholders' Equity (including accounts payable and retained earnings), with a final total of $259,474 million for the most recent period.", - "page_nums": [ - 5 - ], - "keywords": [ - "NVIDIA Corporation", - "Apr 26, 2026", - "Jan 25, 2026" - ], - "connect_to": [ - { - "target": "asset_662844a5-8895-5143-a6e7-b7fddc8085a2", - "relation": "embeds", - "ref": "[tables/table_page_5_1.html]" - } - ], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_9ea5431d-8884-58e7-875e-a6d91b1faf71", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nCondensed Consolidated Statements of Shareholders’ Equity\n(Unaudited)\nCommon Stock\nOutstanding\nAdditional\nPaid-in Capital\nAccumulated Other\nComprehensive\nIncome\nRetained\nEarnings\nTotal\nShareholders’\nEquity\nShares\nAmount\n(In millions, except per share data)\nBalances as of Jan 25, 2026\n24,304 \n$\n24 \n$\n10,118 \n$\n178 \n$\n146,973 \n$\n157,293 \nNet income\n— \n— \n— \n— \n58,321 \n58,321 \nOther comprehensive loss\n— \n— \n— \n(41)\n— \n(41)\nIssuance of common stock\n37 \n— \n515 \n— \n— \n515 \nTax withholding related to common stock\n(12)\n— \n(2,129)\n— \n— \n(2,129)\nShares repurchased\n(108)\n— \n(157)\n— \n(20,013)\n(20,170)\nCash dividends declared and paid ($0.01 per common share)\n— \n— \n— \n— \n(243)\n(243)\nStock-based compensation\n— \n— \n1,928 \n— \n— \n1,928 \nBalances as of Apr 26, 2026\n24,221 \n$\n24 \n$\n10,275 \n$\n137 \n$\n185,038 \n$\n195,474 \nBalances as of Jan 26, 2025\n24,477 \n$\n24 \n$\n11,237 \n$\n28 \n$\n68,038 \n$\n79,327 \nNet income\n— \n— \n— \n— \n18,775 \n18,775 \nOther comprehensive income\n— \n— \n— \n158 \n— \n158 \nIssuance of common stock\n50 \n— \n370 \n— \n— \n370 \nTax withholding related to common stock\n(13)\n— \n(1,532)\n— \n— \n(1,532)\nShares repurchased\n(126)\n— \n(92)\n— \n(14,411)\n(14,503)\nCash dividends declared and paid ($0.01 per common share)\n— \n— \n— \n— \n(244)\n(244)\nFair value of partially vested equity awards assumed in connection with\nacquisitions\n— \n— \n22 \n— \n— \n22 \nStock-based compensation\n— \n— \n1,470 \n— \n— \n1,470 \nBalances as of Apr 27, 2025\n24,388 \n$\n24 \n$\n11,475 \n$\n186 \n$\n72,158 \n$\n83,843 \nSee accompanying Notes to Condensed Consolidated Financial Statements.\n6", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/d) Condensed Consolidated Statements of Shareholders' Equity for the three months ended April 26, 2026 and April 27, 2025", - "metadata": { - "length": 1574, - "summary": "The page displays the Condensed Consolidated Statements of Shareholders' Equity for NVIDIA Corporation and Subsidiaries. It presents a table detailing changes in equity components, including Common Stock Outstanding, Additional Paid-in Capital, Accumulated Other Comprehensive Income, Retained Earnings, and Total Shareholders' Equity. The data covers two periods: from January 25, 2026 to April 26, 2026, and from January 26, 2025 to April 27, 2025.", - "page_nums": [ - 6 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [ - { - "target": "asset_67348a74-aa62-5744-9b15-904dc308895c", - "relation": "embeds", - "ref": "[tables/table_page_6_1.html]" - } - ], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c99dc708-4792-54e9-89fa-b774fa83fc49", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nCondensed Consolidated Statements of Cash Flows\n(In millions)\n(Unaudited)\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\nCash flows from operating activities:\nNet income\n$\n58,321 \n$\n18,775 \nAdjustments to reconcile net income to net cash provided by operating activities:\nStock-based compensation expense\n1,928 \n1,474 \nDeferred income taxes\n1,584 \n(2,177)\nDepreciation and amortization\n997 \n611 \n(Gains) losses from equity securities, net\n(15,936)\n175 \nOther\n(94)\n(98)\nChanges in operating assets and liabilities, net of acquisitions:\nAccounts receivable\n(2,243)\n933 \nInventories\n(4,420)\n(1,258)\nPrepaid expenses and other assets\n(983)\n560 \nAccounts payable\n2,210 \n941 \nAccrued and other current liabilities\n7,763 \n7,128 \nOther long-term liabilities\n1,217 \n350 \nNet cash provided by operating activities\n50,344 \n27,414 \nCash flows from investing activities:\nProceeds from maturities of marketable debt securities\n1,946 \n3,122 \nProceeds from sales of non-marketable securities\n26 \n— \nProceeds from sales of marketable debt securities\n25 \n467 \nPurchases of non-marketable securities\n(18,582)\n(649)\nPurchases of marketable debt and equity securities\n(8,000)\n(6,546)\nPurchases related to property and equipment and intangible assets\n(1,757)\n(1,227)\nAcquisitions, net of cash acquired\n(87)\n(383)\nNet cash used in investing activities\n(26,429)\n(5,216)\nCash flows from financing activities:\nProceeds related to employee stock plans\n515 \n370 \nPayments related to repurchases of common stock\n(19,312)\n(14,095)\nPayments related to employee stock plan taxes\n(2,129)\n(1,532)\nDividends paid\n(243)\n(244)\nPrincipal payments on property and equipment and intangible assets\n(33)\n(52)\nOther\n(81)\n— \nNet cash used in financing activities\n(21,283)\n(15,553)\nChange in cash and cash equivalents\n2,632 \n6,645 \nCash and cash equivalents at beginning of period\n10,605 \n8,589 \nCash and cash equivalents at end of period\n$\n13,237 \n$\n15,234 \nSee accompanying Notes to Condensed Consolidated Financial Statements.\n7", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/e) Condensed Consolidated Statements of Cash Flows for the three months ended April 26, 2026 and April 27, 2025", - "metadata": { - "length": 2024, - "summary": "The page displays the Condensed Consolidated Statements of Cash Flows for NVIDIA Corporation and Subsidiaries for the three months ended April 26, 2026, and April 27, 2025. The table details cash flows from operating, investing, and financing activities in millions of dollars, showing a net income of $58,321 million for the current period compared to $18,775 million for the prior year.", - "page_nums": [ - 7 - ], - "keywords": [ - "NVIDIA Corporation", - "Subsidiaries" - ], - "connect_to": [ - { - "target": "asset_f581cc43-a73b-5e56-89eb-727399ef648e", - "relation": "embeds", - "ref": "[tables/table_page_7_1.html]" - } - ], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1fee57bc-29f9-50e9-ae8f-8c5967cf2da7", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements\n(Unaudited)\nNote 1 - Summary of Significant Accounting Policies\nBasis of Presentation\nThe accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the\nUnited States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange\nCommission, or SEC, Regulation S-X. The January  25, 2026 consolidated balance sheet was derived from our audited consolidated financial statements\nincluded in our Annual Report on Form 10-K for the fiscal year ended January 25, 2026, as filed with the SEC, but does not include all disclosures required by\nU.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of\nresults of operations and financial position, have been included. The results for the interim periods presented are not necessarily indicative of the results\nexpected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto\nincluded in our Annual Report on Form 10-K for the fiscal year ended January 25, 2026.\nCertain prior fiscal year balances have been reclassified to conform to the current period presentation.\nSignificant Accounting Policies\nThere have been no material changes to our significant accounting policies disclosed in Note 1 - Organization and Summary of Significant Accounting Policies,\nof the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 25, 2026.\nFiscal Year\nFiscal year 2027 is a 53-week year and fiscal year 2026 was a 52-week year, both ending on the last Sunday in January. The first quarters of fiscal years 2027\nand 2026 were both 13-week quarters. The fourth quarter of fiscal year 2027 will be a 14-week quarter.\nPrinciples of Consolidation\nOur condensed consolidated financial statements include the accounts of NVIDIA Corporation and our wholly owned subsidiaries. All intercompany balances and\ntransactions have been eliminated in consolidation.\nUse of Estimates\nThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported\namounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue\nand expenses during the reporting period. Actual results could differ materially from our estimates.\nRecently Issued Accounting Pronouncements\nRecent Accounting Pronouncements Not Yet Adopted\nIn November 2024, the Financial Accounting Standards Board, or FASB, issued a new accounting standard requiring disclosures of certain additional expense\ninformation on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation and\nintangible asset amortization included within each income statement expense caption, as applicable. We will adopt this standard in the fiscal year 2028 annual\nreport. We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements other than additional disclosures.\nNote 2 - Stock-Based Compensation\nWe recognize stock-based compensation expense from grants of restricted stock units, or RSUs, performance stock units, or PSUs, and market-based PSUs,\nand issuances under our employee stock purchase plan, or ESPP.\n8", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Basis of Presentation", - "metadata": { - "length": 3683, - "summary": "The section explains that the accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC instructions for interim information. It notes that the January 25, 2026 balance sheet was derived from audited statements included in the Annual Report on Form 10-K for the fiscal year ended January 25, 2026. The text also states that prior fiscal year balances have been reclassified to conform to the current period presentation.", - "page_nums": [ - 8 - ], - "keywords": [ - "United States of America", - "U.S. GAAP", - "Form 10-Q", - "Securities and Exchange Commission", - "SEC", - "Regulation S-X", - "January 25, 2026", - "Form 10-K" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_6f91c9e2-7d74-5e46-9d36-c997cde78815", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Basis of Presentation p8]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Significant Accounting Policies/Fiscal Year", - "metadata": { - "length": 210, - "summary": "The section defines the company's fiscal year structure. It states that fiscal year 2027 is a 53-week year and fiscal year 2026 was a 52-week year, with both ending on the last Sunday in January. Additionally, it specifies the duration of specific quarters: the first quarters of fiscal years 2027 and 2026 were both 13 weeks, while the fourth quarter of fiscal year 2027 will be a 14-week quarter.", - "page_nums": [ - 8 - ], - "keywords": [ - "Fiscal Year 2027", - "Fiscal Year 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d3d85c3e-1cfe-512c-8cff-a208dfd0dfda", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Basis of Presentation p8]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Significant Accounting Policies/Principles of Consolidation", - "metadata": { - "length": 210, - "summary": "The section explains that the condensed consolidated financial statements include the accounts of NVIDIA Corporation and its wholly owned subsidiaries. It further states that all intercompany balances and transactions have been eliminated during consolidation.", - "page_nums": [ - 8 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_a747d943-bbc6-56f6-834d-8ba2d8b2ebd4", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Basis of Presentation p8]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Significant Accounting Policies/Use of Estimates", - "metadata": { - "length": 210, - "summary": "The 'Use of Estimates' section explains that preparing financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions affecting reported assets, liabilities, revenue, and expenses. It notes that actual results could differ materially from these estimates.", - "page_nums": [ - 8 - ], - "keywords": [ - "U.S. GAAP" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_509d3a3e-508c-5ff1-a86c-e32180a78653", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Basis of Presentation p8]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Recently Issued Accounting Pronouncements", - "metadata": { - "length": 210, - "summary": "The section details a new accounting standard issued by the Financial Accounting Standards Board (FASB) in November 2024. This standard requires additional disclosures regarding expense information, specifically for inventory purchases, employee compensation, depreciation, and intangible asset amortization. The company plans to adopt this standard in its fiscal year 2028 annual report and does not expect it to have a material impact on its financial statements other than requiring these additional disclosures.", - "page_nums": [ - 8 - ], - "keywords": [ - "Financial Accounting Standards Board", - "FASB" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c1ed96f8-c9e2-5b9c-9b55-248dcc494cfd", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 1 - Summary of Significant Accounting Policies/Basis of Presentation p8]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 2 - Stock-Based Compensation", - "metadata": { - "length": 210, - "summary": "This section, titled 'Note 2 - Stock-Based Compensation', outlines the company's policy for recognizing stock-based compensation expense. It specifies that expenses are recognized from grants of restricted stock units (RSUs), performance stock units (PSUs), market-based PSUs, and issuances under the employee stock purchase plan (ESPP).", - "page_nums": [ - 8 - ], - "keywords": [ - "NVIDIA Corporation", - "Financial Accounting Standards Board", - "FASB" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ab917b73-60c7-5af9-be06-dd29834ecf02", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nCondensed Consolidated Statements of Income include stock-based compensation expense as follows:\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n(In millions)\nCost of revenue\n$\n68 \n$\n64 \nResearch and development\n1,459 \n1,063 \nSales, general and administrative\n401 \n347 \nTotal\n$\n1,928 \n$\n1,474 \nEquity Award Activity\nThe following is a summary of our equity award transactions under our equity incentive plans:\nRSUs, PSUs and Market-based PSUs Outstanding\n \nNumber of Shares\nWeighted Average Grant-Date Fair\nValue Per Share\n(In millions, except per share data)\nBalance as of Jan 25, 2026\n189 \n$\n81.51 \nGranted\n44 \n$\n181.73 \nVested\n(31)\n$\n48.04 \nCanceled and forfeited\n(2)\n$\n95.82 \nBalance as of Apr 26, 2026\n200 \n$\n108.92 \nAs of April 26, 2026, aggregate unearned stock-based compensation expense was $20.8 billion, which is expected to be recognized over a weighted average\nperiod of 2.6 years for RSUs, PSUs, and market-based PSUs, and one year for ESPP.\nNote 3 - Net Income Per Share\nThe following is the basic and diluted net income per share computations for the periods presented:\n \nThree Months Ended\nApr 26, 2026\nApr 27, 2025\n \n(In millions, except per share data)\nNumerator:\n \n \nNet income\n$\n58,321 \n$\n18,775 \nDenominator:\nBasic weighted average shares\n24,286 \n24,441 \nDilutive impact of outstanding equity awards\n105 \n170 \nDiluted weighted average shares\n24,391 \n24,611 \nNet income per share:\nBasic (1)\n$\n2.40 \n$\n0.77 \nDiluted (2)\n$\n2.39 \n$\n0.76 \nAnti-dilutive equity awards excluded from diluted net income per share\n47 \n62 \n(1)    Net income divided by basic weighted average shares.\n(2)    Net income divided by diluted weighted average shares.\nDiluted net income per share was computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using\nthe treasury stock method.\n9", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 3 - Net Income Per Share", - "metadata": { - "length": 1954, - "summary": "This page contains Notes to Condensed Consolidated Financial Statements for NVIDIA Corporation and Subsidiaries. It details stock-based compensation expenses by category (Cost of revenue, R&D, SG&A) for the three months ended April 26, 2026, and April 27, 2025. The page also summarizes equity award activity (RSUs, PSUs) showing shares granted, vested, and outstanding, along with their weighted average fair values. Finally, it presents computations for basic and diluted net income per share.", - "page_nums": [ - 9 - ], - "keywords": [ - "NVIDIA Corporation", - "Apr 26, 2026", - "Apr 27, 2025" - ], - "connect_to": [ - { - "target": "asset_c462ea48-e1dd-50f2-93e5-ce807b936231", - "relation": "embeds", - "ref": "[tables/table_page_9_1.html]" - }, - { - "target": "asset_4a09c6f8-9922-5dea-b2ec-ab2ec6861ba6", - "relation": "embeds", - "ref": "[tables/table_page_9_2.html]" - }, - { - "target": "asset_cdb27590-3996-5572-af3e-dcb471c7e579", - "relation": "embeds", - "ref": "[tables/table_page_9_3.html]" - } - ], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_9dad958b-eec5-5311-b493-06d98bbbc5ea", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nNote 4 - Amortizable Intangible Assets and Goodwill\nThe components of our amortizable intangible assets are as follows:\n \nApr 26, 2026\nJan 25, 2026\n \nGross\nCarrying\nAmount\nAccumulated\nAmortization\nNet Carrying\nAmount\nGross\nCarrying\nAmount\nAccumulated\nAmortization\nNet Carrying\nAmount\n \n(In millions)\nAcquisition-related intangible assets\n$\n5,658 \n$\n(2,759)\n$\n2,899 \n$\n5,656 \n$\n(2,580)\n$\n3,076 \nPatents and licensed technology\n525 \n(304)\n221 \n528 \n(298)\n230 \nTotal intangible assets\n$\n6,183 \n$\n(3,063)\n$\n3,120 \n$\n6,184 \n$\n(2,878)\n$\n3,306 \nAmortization expense associated with intangible assets was $232 million and $159 million for the first quarter of fiscal years 2027 and 2026, respectively.\nThe following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of April 26, 2026:\nFuture Amortization Expense\n \n(In millions)\nFiscal Year:\n \n2027 (excluding the first quarter of fiscal year 2027)\n$\n689 \n2028\n754 \n2029\n610 \n2030\n516 \n2031\n468 \n2032 and thereafter\n83 \nTotal\n$\n3,120 \nIn the first quarter of fiscal year 2027, goodwill increased by $62 million from acquisitions and was allocated to our Compute & Networking reporting unit.\n10", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 4 - Amortizable Intangible Assets and Goodwill", - "metadata": { - "length": 1314, - "summary": "This page contains Note 4 from NVIDIA Corporation's Condensed Consolidated Financial Statements, detailing Amortizable Intangible Assets and Goodwill. It presents a table comparing the gross carrying amount, accumulated amortization, and net carrying amount of intangible assets (specifically acquisition-related assets and patents) as of April 26, 2026, and January 25, 2026. Additionally, it outlines the estimated future amortization expense for fiscal years 2027 through 2032 and notes that goodwill increased by $62 million in the first quarter of fiscal year 2027.", - "page_nums": [ - 10 - ], - "keywords": [ - "NVIDIA Corporation", - "Compute & Networking reporting unit" - ], - "connect_to": [ - { - "target": "asset_5075160e-99c6-5568-8c66-b86a28776934", - "relation": "embeds", - "ref": "[tables/table_page_10_1.html]" - }, - { - "target": "asset_ddf2d080-23d6-5f37-9cc9-2762ed2b783c", - "relation": "embeds", - "ref": "[tables/table_page_10_2.html]" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_a9b0580e-84ad-5441-87d1-61c0ca777342", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nNote 5 - Cash Equivalents and Marketable Securities\nCash equivalents and marketable securities including debt and equity securities are measured at fair value using quoted prices in active markets for identical\nassets (Level 1) or for similar assets or use of other observable inputs (Level 2).\nThe following is a summary of cash equivalents and marketable securities:\n \nApr 26, 2026\nPricing\nCategory\nCost or\nAmortized\nCost\nUnrealized\nGain\nUnrealized\nLoss\nEstimated\nFair Value\nReported as\n \nCash\nEquivalents\nMarketable\nDebt Securities\nMarketable\nEquity\nSecurities\nOther\nAssets\n \n(In millions)\nDebt securities issued\nby the U.S. Treasury\nLevel 2\n$\n21,883 \n$\n43 \n$\n(8)\n$\n21,918 \n$\n470 \n$\n21,448 \n$\n— \n$\n— \nCorporate debt\nsecurities\nLevel 2\n15,092 \n48 \n(8)\n15,132 \n1,533 \n13,599 \n— \n— \nDebt securities issued\nby U.S. government\nagencies\nLevel 2\n2,009 \n2 \n(1)\n2,010 \n— \n2,010 \n— \n— \nCertificates of deposit\nLevel 2\n132 \n— \n— \n132 \n132 \n— \n— \n— \nForeign government\nbonds\nLevel 2\n40 \n1 \n— \n41 \n— \n41 \n— \n— \nMoney market funds\nLevel 1\n10,212 \n— \n— \n10,212 \n10,212 \n— \n— \n— \nPublicly-held equity\nsecurities (1) (2)\nLevel 1\n29,887 \n— \n— \n21,023 \n8,864 \nPublicly-held equity\nsecurities (1) (3)\nLevel 2\n9,214 \n— \n— \n9,214 \n— \nTotal\n$\n49,368 \n$\n94 \n$\n(17)\n$\n88,546 \n$\n12,347 \n$\n37,098 \n$\n30,237 \n$\n8,864 \n(1)    The balance as of April 26, 2026 included $27.4 billion of investments, which are subject to short-term lock-up restrictions on the ability to sell.\n(2)    The long-term portion of publicly-held equity securities, which are subject to lock-up restrictions through December 2027 of $8.9 billion as of April 26, 2026, was included in Other assets.\n(3)    The publicly-held equity securities classified in Level 2 include investments in warrants and preferred stock convertible to common stock in public companies.\nPublicly-held equity securities are subject to market price volatility. Net unrealized gains on investments in publicly-held equity securities held at period end were\n$13.4 billion for the first quarter of fiscal year 2027. Net unrealized losses on investments in publicly-held equity securities held at period end were $222 million\nfor the first quarter of fiscal year 2026. Unrealized gains and losses are recognized in Other income (expense), net, in the Condensed Consolidated Statements\nof Income.\n11\n\nNVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\n \nJan 25, 2026\nPricing\nCategory\nCost or\nAmortized\nCost\nUnrealized\nGain\nUnrealized\nLoss\nEstimated\nFair Value\nReported as\n \nCash\nEquivalents\nMarketable\nDebt Securities\nMarketable\nEquity\nSecurities\nOther\nAssets\n \n(In millions)\nDebt securities issued\nby the U.S. Treasury\nLevel 2\n$\n21,635 \n$\n77 \n$\n(3)\n$\n21,709 \n$\n— \n$\n21,709 \n$\n— \n$\n— \nCorporate debt\nsecurities\nLevel 2\n15,410 \n92 \n(3)\n15,499 \n345 \n15,154 \n— \n— \nDebt securities issued\nby U.S. government\nagencies\nLevel 2\n2,157 \n4 \n— \n2,161 \n— \n2,161 \n— \n— \nCertificates of deposit\nLevel 2\n110 \n— \n— \n110 \n110 \n— \n— \n— \nForeign government\nbonds\nLevel 2\n40 \n1 \n— \n41 \n— \n41 \n— \n— \nMoney market funds\nLevel 1\n7,830 \n— \n— \n7,830 \n7,830 \n— \n— \n— \nPublicly-held equity\nsecurities (1) (2)\nLevel 1\n17,726 \n— \n— \n12,886 \n4,840 \nTotal\n$\n47,182 \n$\n174 \n$\n(6)\n$\n65,076 \n$\n8,285 \n$\n39,065 \n$\n12,886 \n$\n4,840 \n(1)    The balance as of January 25, 2026 included $10.5 billion of investments that are subject to short-term lock-up restrictions on the ability to sell.\n(2)    The long-term portion of publicly-held equity securities, which are subject to lock-up restrictions through December 2027 of $4.8 billion as of January 25, 2026, was included in Other assets.\nThe following table provides the breakdown of unrealized losses, aggregated by investment category and length of time that individual debt securities have been\nin a continuous loss position:\nApr 26, 2026\nJan 25, 2026\n \nLess than 12 months\nLess than 12 months\n \nEstimated Fair\nValue\nGross Unrealized\nLoss\nEstimated Fair\nValue\nGross Unrealized\nLoss\n \n(In millions)\nDebt securities issued by the U.S. Treasury\n$\n12,238 \n$\n(8)\n$\n10,666 \n$\n(3)\nCorporate debt securities\n2,658 \n(8)\n1,332 \n(3)\nDebt securities issued by U.S. government agencies\n1,291 \n(1)\n1,134 \n— \nTotal\n$\n16,187 \n$\n(17)\n$\n13,132 \n$\n(6)\nGross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates.\nThe estimated fair values of debt securities included in cash equivalents and marketable debt securities are shown below by contractual maturity.\nApr 26, 2026\n(In millions)\nLess than one year\n$\n24,307 \nDue in 1 - 5 years\n14,926 \nTotal\n$\n39,233 \n12", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 5 - Cash Equivalents and Marketable Securities", - "metadata": { - "length": 4700, - "summary": "This section details the composition and valuation of NVIDIA Corporation's cash equivalents and marketable securities as of April 26, 2026, and January 25, 2026. It includes a table breaking down assets by pricing category (Level 1 and Level 2), cost, unrealized gains/losses, and estimated fair value, categorized into debt securities (U.S. Treasury, corporate, government agencies, foreign bonds) and equity securities. The section also provides supplementary tables showing unrealized losses aggregated by investment category and duration, as well as the contractual maturity schedule for debt securities.", - "page_nums": [ - 11, - 12 - ], - "keywords": [ - "NVIDIA Corporation", - "U.S. Treasury", - "U.S. government agencies" - ], - "connect_to": [ - { - "target": "asset_e930f797-284a-588e-a769-15f06e9f5a88", - "relation": "embeds", - "ref": "[tables/table_page_11_1.html]" - }, - { - "target": "asset_b5d35d21-c946-5eee-a1e4-49cd6ee5a297", - "relation": "embeds", - "ref": "[tables/table_page_12_2.html]" - }, - { - "target": "asset_3a066357-dae6-514c-a569-0dce28230186", - "relation": "embeds", - "ref": "[tables/table_page_12_3.html]" - } - ], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c5b98317-41ce-5b41-9280-f8d43084b5d8", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nNote 6 - Non-marketable Securities\nNon-marketable Equity Securities\nOur non-marketable equity securities are primarily in privately-held companies carried at cost less impairment, and adjusted for observable price changes. We\nvalue investments using observable comparable transactions and other inputs including volatility, expected time to liquidity, the risk-free rate, and security-\nspecific rights and obligations.\nAdjustments to the carrying value of privately-held securities:\nThree Months Ended\nApr 26, 2026\nApr 27, 2025\n(In millions)\nBalance at beginning of period\n$\n22,251 \n$\n3,387 \nAdjustments related to non-marketable equity securities:\nNet additions\n17,899 \n649 \nUnrealized gains (1)\n2,603 \n63 \nReclassification (2)\n(389)\n(843)\nImpairments and unrealized losses\n(28)\n(16)\nBalance at end of period\n$\n42,336 \n$\n3,240 \n(1)    Unrealized gains are recognized in Other income (expense), net, in the Condensed Consolidated Statements of Income.\n(2)    Includes primarily reclassifications to marketable securities following public market trading.\nNon-marketable equity securities had cumulative gross unrealized gains of $5.3 billion and $396 million, and cumulative gross unrealized losses and\nimpairments of $199 million and $110 million as of April 26, 2026 and April 27, 2025, respectively.\nEquity Method Investments\nWe have $1.0 billion of investments in infrastructure funds accounted for using the equity method as of April 26, 2026. Our maximum loss exposure under these\ninvestments, including invested and future committed amounts, was $2.3 billion as of April 26, 2026.\nInvestment Commitments\nTotal Investment commitments were $27 billion as of April 26, 2026, subject to certain contingencies, which we expect will be made through the remainder of\nfiscal year 2027.\nNote 7 - Balance Sheet Components\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, or AIBs, distributors, original\ndesign manufacturers, or ODMs, original equipment manufacturers, or OEMs, cloud service providers, or CSPs, AI model makers, and system integrators.\nCertain direct customers may use either internal resources or third-party system integrators to complete their build. Three direct customers accounted for 30%,\n18%, and 16% of our accounts receivable balance as of April 26, 2026. Three direct customers accounted for 25%, 18%, and 13% of our accounts receivable\nbalance as of January 25, 2026.\nCertain balance sheet components were as follows:\n \nApr 26, 2026\nJan 25, 2026\nInventories:\n(In millions)\nRaw materials\n$\n6,647 \n$\n3,807 \nWork in process\n9,949 \n8,822 \nFinished goods\n9,201 \n8,774 \nTotal inventories (1)\n$\n25,797 \n$\n21,403 \n(1)    We recorded inventory provisions of $0.8 billion and $2.3 billion for the first quarter of fiscal years 2027 and 2026, respectively, in Cost of revenue.\n13", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 6 - Non-marketable Securities/Non-marketable Equity Securities", - "metadata": { - "length": 2978, - "summary": "This section details the activity and valuation of Non-marketable Equity Securities for NVIDIA Corporation. It describes that these securities are primarily in privately-held companies carried at cost less impairment, adjusted for observable price changes. A table presents the roll-forward of the carrying value for the three months ended April 26, 2026, and April 27, 2025, showing balances, net additions, unrealized gains, reclassifications, and impairments. 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Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 6 - Non-marketable Securities/Non-marketable Equity Securities p13]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 6 - Non-marketable Securities/Equity Method Investments", - "metadata": { - "length": 205, - "summary": "The section details NVIDIA's investments in infrastructure funds accounted for using the equity method. As of April 26, 2026, the company held $1.0 billion in these investments with a maximum loss exposure of $2.3 billion.", - "page_nums": [ - 13 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_0b374136-46d7-5a87-9068-6ec6a1e32bcb", - "relation": "related", - "ref": "[tables/table_page_13_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 1. 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Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 6 - Non-marketable Securities/Non-marketable Equity Securities p13]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 6 - Non-marketable Securities/Investment Commitments", - "metadata": { - "length": 205, - "summary": "The section titled 'Investment Commitments' states that total investment commitments were $27 billion as of April 26, 2026. These commitments are subject to certain contingencies and are expected to be made through the remainder of fiscal year 2027.", - "page_nums": [ - 13 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [ - { - "target": "asset_0b374136-46d7-5a87-9068-6ec6a1e32bcb", - "relation": "related", - "ref": "[tables/table_page_13_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 1. 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The balance as of April 26, 2026 and\nJanuary 25, 2026 included $297 million and $160 million of customer advances, respectively.\n \nApr 26, 2026\nJan 25, 2026\nOther Long-Term Liabilities:\n(In millions)\nIncome tax payable (1)\n$\n4,830 \n$\n3,958 \nDeferred income tax\n1,798 \n1,774 \nDeferred revenue (2)\n1,403 \n1,193 \nOther\n737 \n381 \nTotal other long-term liabilities\n$\n8,768 \n$\n7,306 \n(1)    Primarily comprised of unrecognized tax benefits and related interest and penalties.\n(2)    Includes unearned revenue related to hardware and software support and cloud services.\nDeferred Revenue\nThe following table shows the changes in short- and long-term deferred revenue during the first quarter of fiscal years 2027 and 2026:\nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n(In millions)\nBalance at beginning of period\n$\n2,572 \n$\n1,813 \nDeferred revenue additions (1)\n2,530 \n6,493 \nRevenue recognized (2)\n(1,985)\n(6,228)\nBalance at end of period\n$\n3,117 \n$\n2,078 \n(1)    Includes $1.7 billion and $6.2 billion of customer advances for the first quarter of fiscal years 2027 and 2026, respectively.\n(2)    Includes $1.6 billion and $6.0 billion related to customer advances for the first quarter of fiscal years 2027 and 2026, respectively.\nWe recognized revenue of $451 million and $265 million in the first quarter of fiscal years 2027 and 2026, respectively, that was included in the prior year-end\ndeferred revenue balance.\nAs of April 26, 2026, revenue related to remaining performance obligations from contracts greater than one year in length was $2.6 billion, which includes $2.3\nbillion from deferred revenue and $304 million, which has not yet been billed or\n14", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 7 - Balance Sheet Components/Property and Equipment:", - "metadata": { - "length": 2779, - "summary": "The section titled 'Property and Equipment' discloses the value of property, equipment, and intangible assets that were acquired but not yet paid for during the first quarter of fiscal years 2027 ($1.1 billion) and 2026 ($408 million).", - "page_nums": [ - 14 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [ - { - "target": "asset_54134881-0f3a-5fd3-b117-092bb1e74392", - "relation": "embeds", - "ref": "[tables/table_page_14_1.html]" - }, - { - "target": "asset_a5e9de0e-a63c-5c0b-ac6a-0ab2068b8e92", - "relation": "embeds", - "ref": "[tables/table_page_14_2.html]" - }, - { - "target": "asset_fe7d8e64-937f-59f9-91d5-4aa2eb2e7379", - "relation": "embeds", - "ref": "[tables/table_page_14_3.html]" - } - ], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_db81b61c-cd39-5ff6-99f9-edd3d3be07a6", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 7 - Balance Sheet Components/Property and Equipment: p14]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 7 - Balance Sheet Components/Deferred Revenue", - "metadata": { - "length": 195, - "summary": "The section titled 'Deferred Revenue' details the changes in short- and long-term deferred revenue for NVIDIA Corporation during the first quarter of fiscal years 2027 and 2026. It presents a table showing the balance at the beginning of the period, deferred revenue additions, revenue recognized, and the balance at the end of the period for the three months ended April 26, 2026, and April 27, 2025. The text also notes that $451 million and $265 million of revenue were recognized from prior year-end deferred revenue balances for fiscal years 2027 and 2026, respectively. Additionally, it states that as of April 26, 2026, revenue related to remaining performance obligations from contracts greater than one year in length was $2.6 billion.", - "page_nums": [ - 14 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [ - { - "target": "asset_54134881-0f3a-5fd3-b117-092bb1e74392", - "relation": "related", - "ref": "[tables/table_page_14_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 7 - Balance Sheet Components/Property and Equipment:" - }, - { - "target": "asset_a5e9de0e-a63c-5c0b-ac6a-0ab2068b8e92", - "relation": "related", - "ref": "[tables/table_page_14_2.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 1. 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Approximately 40% of revenue from contracts greater than one year in length will be recognized over the next twelve months.\nNote 8 - Derivative Financial Instruments\nForeign Currency Derivatives\nWe primarily utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. These\nforeign currency forward contracts for operating expenses are designated as accounting hedges. Gains or losses on the contracts are recorded in Accumulated\nother comprehensive income or loss and reclassified to Operating expenses when the related operating expenses are recognized in earnings. During the first\nquarter of fiscal years 2027 and 2026, the impact of foreign currency forward contracts designated as accounting hedges on other comprehensive income or\nloss was not significant and all such instruments were determined to be highly effective.\nWe also entered into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities. For our foreign\ncurrency contracts for assets and liabilities, the change in fair value of these non-designated contracts was recorded in Other income or expense and offsets the\nchange in fair value of the hedged foreign currency denominated monetary assets and liabilities, which was also recorded in Other income (expense), net.\nThe table below presents the notional value of our foreign currency contracts outstanding:\n \nApr 26, 2026\nJan 25, 2026\n(In millions)\nDesignated as accounting hedges\n$\n2,114 \n$\n1,765 \nNot designated as accounting hedges\n$\n1,850 \n$\n2,332 \nThe fair values of our foreign currency contracts were not significant as of April 26, 2026 and January 25, 2026.\nAs of  April  26, 2026,  all foreign currency contracts mature within 18 months. The expected realized gains and losses deferred into Accumulated other\ncomprehensive income or loss related to foreign currency forward contracts within the next twelve months were not significant.\nFacility Lease Guarantee\nIn fiscal year 2026, we entered into agreements to guarantee partners’ facility lease obligations in the event of their default in exchange for warrants. The\nmaximum gross exposure under all agreements is $3.5 billion, which is reduced as the partners make payments to the lessors over terms ranging from 5 to 7\nyears. The partners have placed $712 million in escrow to mitigate our potential exposure. The guarantees, classified as credit derivatives with changes in fair\nvalue recognized in Other income (expense), net, were not material.\n15", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 8 - Derivative Financial Instruments/Foreign Currency Derivatives", - "metadata": { - "length": 2715, - "summary": "This section details the company's use of foreign currency forward contracts to mitigate risks associated with exchange rate movements on operating expenses and monetary assets/liabilities. It distinguishes between contracts designated as accounting hedges and those that are not, explaining how gains or losses are recorded for each category. A table presents the notional value of these outstanding contracts in millions of dollars as of April 26, 2026, and January 25, 2026. The text also notes that fair values were not significant and that all contracts mature within 18 months.", - "page_nums": [ - 15 - ], - "keywords": [ - "NVIDIA Corporation", - "Apr 26, 2026", - "Jan 25, 2026" - ], - "connect_to": [ - { - "target": "asset_9424e085-cadf-5ed0-8b11-125ec1c88597", - "relation": "embeds", - "ref": "[tables/table_page_15_1.html]" - } - ], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_3d733414-0aec-5ddd-a85e-b08bfadd70ee", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 8 - Derivative Financial Instruments/Foreign Currency Derivatives p15]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. 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The estimated fair values are based on\nLevel 2 inputs.\nOur notes are unsecured senior obligations. Existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-\nannually. We may redeem each of our notes prior to maturity, subject to a make-whole premium. The maturity dates of the notes are stated by calendar year.\nAs of April 26, 2026, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.\nAs of April 26, 2026, our commercial paper program had a capacity of $25.0 billion, with no amounts outstanding.\nNote 10 - Commitments and Contingencies\nCommitments\nManufacturing, supply, and capacity commitments reflect data center-scale production and longer future ordering horizons across current and future product\narchitectures. We enter into agreements with our supply vendors that allow them to procure inventory based upon our defined criteria, and in certain instances,\nthese agreements are cancellable, able to be rescheduled, or adjustable for our business needs prior to placing firm orders. Changes to these agreements may\nresult in additional costs. As of April 26, 2026, these commitments were $119 billion for which $95 billion will be paid in the remainder of fiscal year 2027 and the\nremaining balance will be paid in fiscal years 2028 through 2031.\nMulti-year cloud service agreement commitments as of April  26, 2026, were $30  billion for which $6  billion, $7  billion, $7  billion, $5  billion, $3  billion, and\n$2 billion will be paid in the remainder of fiscal year 2027, each fiscal year from 2028 through 2031, and fiscal year 2032 and thereafter, respectively. Cloud\nservice capacity may be reduced or terminated. Cloud service agreements will be primarily used to support our research and development efforts.\nOther vendor commitments were $6 billion as of April 26, 2026, of which the majority will be paid through fiscal year 2027.\n16", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 9 - Debt", - "metadata": { - "length": 2808, - "summary": "Note 9 details the company's debt obligations as of April 26, 2026, and January 25, 2026. It includes a table listing various notes due between 2026 and 2060, showing their expected remaining terms, effective interest rates, and carrying amounts in millions. The section also provides text stating that the estimated fair value of debt was $7.4 billion and $7.5 billion for the respective dates, describes the notes as unsecured senior obligations, mentions compliance with non-financial covenants, and notes a commercial paper program capacity of $25.0 billion with no outstanding amounts.", - "page_nums": [ - 16 - ], - "keywords": [ - "NVIDIA Corporation", - "April 26, 2026", - "January 25, 2026" - ], - "connect_to": [ - { - "target": "asset_d92617a0-974a-5ac8-9ad8-8b1a9ba4fb4a", - "relation": "embeds", - "ref": "[tables/table_page_16_1.html]" - } - ], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_5c019b53-e4df-5b1d-b917-d330904f8bf0", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 9 - Debt p16]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies", - "metadata": { - "length": 151, - "summary": "This section details the company's commitments as of April 26, 2026. It outlines manufacturing, supply, and capacity commitments totaling $119 billion, with payments scheduled through fiscal year 2031. Additionally, it reports multi-year cloud service agreement commitments of $30 billion to support research and development efforts, and other vendor commitments of $6 billion.", - "page_nums": [ - 16 - ], - "keywords": [ - "NVIDIA Corporation" - ], - "connect_to": [ - { - "target": "asset_d92617a0-974a-5ac8-9ad8-8b1a9ba4fb4a", - "relation": "related", - "ref": "[tables/table_page_16_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 9 - Debt" - } - ], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_f76b7455-32cf-5b4c-b69c-862fd14bd184", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nAccrual for Product Warranty Liabilities\nThe estimated amount of product warranty liabilities was $2.9 billion and $2.8 billion as of April 26, 2026 and January 25, 2026, respectively. The estimated\nproduct returns and product warranty activity consisted of the following:\nThree Months Ended\nApr 26, 2026\nApr 27, 2025\n(In millions)\nBalance at beginning of period\n$\n2,807 \n$\n1,290 \nAdditions\n330 \n870 \nUtilization\n(189)\n(80)\nBalance at end of period\n$\n2,948 \n$\n2,080 \nFor the first quarter of fiscal years 2027 and 2026, the additions in product warranty liabilities primarily related to our Compute & Networking segment.\nWe have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our\ntechnology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a\nmaximum stated liability. We have not recorded any liability in our Condensed Consolidated Financial Statements for such indemnifications.\nLitigation\nSecurities Class Action and Derivative Lawsuits\nThe 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\nfor the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended\ncomplaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act,\nand SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand\nbetween 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\nExchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including\nattorneys’ 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\ndismiss 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\njudgment 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\naffirmed 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\ndismissing the case. 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\npetition for a writ of certiorari. After briefing and argument, the Supreme Court dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11,\n2024, and issued judgment on January 13, 2025. On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, 2023,\ntook effect, and the case was remanded to the district court for further proceedings. On March 25, 2026, the district court granted plaintiffs’ motion for class\ncertification and certified a class of investors consisting of all persons or entities who purchased or otherwise acquired NVIDIA common stock between August\n10, 2017, and November 15, 2018, inclusive, excluding certain persons and entities, such as NVIDIA’s officers and directors, and members of their immediate\nfamilies, among others. On April 8, 2026, NVIDIA filed a petition with the Ninth Circuit for permission to appeal the district court’s order pursuant to Federal Rule\nof Civil Procedure 23(f).\nThe putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed\nJanuary 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re\nNVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once\nthe appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The case has not yet been reopened by the court. The lawsuit asserts claims,\npurportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and\nviolations 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\ninventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and\nimprovements to NVIDIA’s corporate governance and internal procedures.\nThe putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et\nal. (Case No. 1:19-cv-01795-MN) and Nelson v. Huang, et. al. (Case No. 1:19-\n17", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accrual for Product Warranty Liabilities", - "metadata": { - "length": 5395, - "summary": "The section details the estimated product warranty liabilities for NVIDIA as of April 26, 2026 ($2.9 billion) and January 25, 2026 ($2.8 billion). It includes a table showing the activity for the three months ended on these dates, covering balances at the beginning and end of the period, additions, and utilization. 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Huang" - ], - "connect_to": [ - { - "target": "asset_c685cc16-3908-508d-a893-8946d9d5e1e6", - "relation": "related", - "ref": "[tables/table_page_17_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accrual for Product Warranty Liabilities" - } - ], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_2ec77c7b-1f1e-5e7b-b325-62374bbf5066", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\ncv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On March 7, 2025, after the\nSupreme Court issued its judgment dismissing the Company’s petition for writ of certiorari as improvidently granted in the In Re NVIDIA Securities Litigation\naction, the district court adopted the parties' stipulation to extend the stay until the final and complete resolution of the In Re NVIDIA Corporation Securities\nLitigation action. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust\nenrichment, 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\ndissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs\nseek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.\nAnother 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.\n2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and\ninsider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on\nGPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of\nunspecified corporate governance measures. On August 11, 2025, the court granted the parties’ stipulation to voluntarily dismiss with prejudice plaintiff City of\nWestland Police and Fire Retirement System. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation\naction.\nAccounting for Loss Contingencies\nAs of April 26, 2026, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while\nreasonably 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\nin legal actions not described above arising in the ordinary course of business, as well as regulatory and government inquiries and investigations, and, while\nthere can be no assurance of favorable outcomes, we believe that the ultimate outcome of these matters will not have a material adverse effect on our operating\nresults, liquidity or financial position. These matters are subject to inherent uncertainties and if the ultimate outcome is unfavorable, there exists the possibility of\na material adverse impact on our operating results, liquidity or financial position in the period the outcome becomes estimable and probable.\nNote 11 - Income Taxes\nIncome tax expense was $11.6 billion and $3.1 billion for the first quarter of fiscal years 2027 and 2026, respectively. Income tax as a percentage of income\nbefore income tax was 16.6% and 14.3% for the first quarter of fiscal years 2027 and 2026, respectively.\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from stock-based compensation relative to the increase in income before\nincome tax.\nOur effective tax rates for the first quarter of fiscal years 2027 and 2026 were lower than the U.S. federal statutory rate of 21% primarily due to tax benefits from\nforeign-derived deduction eligible income, income earned in jurisdictions that were subject to taxes at rates lower than the U.S. federal statutory tax rate, stock-\nbased compensation, and the U.S. federal research tax credit.\nWhile we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position\nwill be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal,\nstate and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise\nresolved with the respective tax authorities.\nWe are currently under examination by the Internal Revenue Service for our fiscal years 2023 and 2024.\nNote 12 - Shareholders’ Equity\nCapital Return Program\nWe repurchased 108 million and 126 million shares of our common stock for $20.2 billion and $14.5 billion during the first quarter of fiscal years 2027 and 2026,\nrespectively. As of April 26, 2026, we were authorized, subject to certain specifications, to repurchase up to $38.5 billion of our common stock.\nOn May 18, 2026, our Board of Directors approved an additional $80.0 billion in share repurchase authorization, without expiration.\n18", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accounting for Loss Contingencies", - "metadata": { - "length": 5158, - "summary": "The section 'Accounting for Loss Contingencies' states that as of April 26, 2026, the company has not accrued any contingent liabilities related to the legal proceedings described in the preceding text. The company believes that while liabilities are reasonably possible, they are not probable, and any potential loss cannot be reasonably estimated at this time. Additionally, the company notes that other ongoing legal actions, regulatory inquiries, and investigations could have a material adverse effect on operating results or financial position if the ultimate outcome is unfavorable.", - "page_nums": [ - 18 - ], - "keywords": [ - "April 26", - "2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_949df185-fb9d-5717-b26e-1ba65212cd51", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accounting for Loss Contingencies p18]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 11 - Income Taxes", - "metadata": { - "length": 211, - "summary": "Note 11 details the income tax expense for the first quarter of fiscal years 2027 ($11.6 billion) and 2026 ($3.1 billion), along with effective tax rates of 16.6% and 14.3%, respectively. The section explains that the increase in the effective tax rate was due to a lower percentage of tax benefits from stock-based compensation. It also notes that effective rates were lower than the U.S. federal statutory rate of 21% due to foreign-derived deduction eligible income, lower jurisdictional taxes, and research tax credits. Additionally, it mentions that the company is currently under examination by the Internal Revenue Service for fiscal years 2023 and 2024.", - "page_nums": [ - 18 - ], - "keywords": [ - "Internal Revenue Service" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_b6e73dc4-8727-52c2-91f9-53deac87f328", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accounting for Loss Contingencies p18]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 12 - Shareholders' Equity", - "metadata": { - "length": 211, - "summary": "This section details the Capital Return Program under Shareholders' Equity. It reports that NVIDIA repurchased 108 million shares for $20.2 billion in Q1 fiscal 2027 and 126 million shares for $14.5 billion in Q1 fiscal 2026. As of April 26, 2026, the company was authorized to repurchase up to $38.5 billion of common stock. Additionally, on May 18, 2026, the Board of Directors approved an additional $80.0 billion in share repurchase authorization without expiration.", - "page_nums": [ - 18 - ], - "keywords": [ - "NVIDIA", - "Board of Directors" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_35052724-668c-53bc-af29-3ae7548f95cd", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nWe paid cash dividends to our shareholders of $243 million and $244 million during the first quarter of fiscal years 2027 and 2026, respectively. On May 18,\n2026, we increased our quarterly cash dividend from $0.01 per share to $0.25 per share to all shareholders of record on June 4, 2026. Our quarterly cash\ndividend will be paid on June 26, 2026.\nThe payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our\nshareholders.\nNote 13 - Segment Information\nOur Chief Executive Officer is our chief operating decision maker, or CODM, and reviews financial information presented on an operating segment basis for\npurposes of making decisions and assessing financial performance. Our CODM assesses operating performance of each segment based on regularly provided\nsegment revenue and segment operating income. Operating results by segment include costs or expenses directly attributable to each segment, and costs or\nexpenses that are leveraged across our unified architecture and therefore allocated between our two segments. Our CODM reviews expenses on a consolidated\nbasis, and expenses attributable to each segment are not regularly provided to our CODM.\nThe Compute & Networking segment includes our Data Center accelerated computing and networking platforms and AI solutions and software, and automotive\nplatforms and autonomous and electric vehicle solutions including software.\nThe Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise workstation graphics.\nCertain expenses are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.\nThe expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, and other non-\nrecurring charges and benefits that our CODM deems to be enterprise in nature.\nOur CODM does not review any information regarding total assets on a reportable segment basis. There are no intersegment transactions. The accounting\npolicies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments.\nCompute &\nNetworking\nGraphics\nTotal\n \n(In millions)\nThree Months Ended Apr 26, 2026\n \n \nRevenue\n$\n74,550 \n$\n7,065 \n$\n81,615 \nOther segment items (1)\n21,215 \n4,124 \n25,339 \nOperating income\n$\n53,335 \n$\n2,941 \n$\n56,276 \nThree Months Ended Apr 27, 2025\n \n \nRevenue\n$\n39,589 \n$\n4,473 \n$\n44,062 \nOther segment items (1)\n17,535 \n2,833 \n20,368 \nOperating income\n$\n22,054 \n$\n1,640 \n$\n23,694 \n(1)        Other segment items primarily include product costs and inventory provisions, compensation and benefits excluding stock-based compensation expense, computing infrastructure expenses, and\nengineering development costs.\nDepreciation and amortization expense attributable to our Compute & Networking segment was $526 million and $296 million for the first quarter of fiscal years\n2027 and 2026, respectively. Depreciation and amortization expense attributable to our Graphics segment was $194 million and $109 million for the first quarter\nof fiscal years 2027 and 2026, respectively. Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or Graphics for\npurposes of making operating decisions or assessing financial performance.\n19\n\nNVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nReconciliation of segment operating income to consolidated income before income tax for the first quarter of fiscal years 2027 and 2026 was as follows:\nThree Months Ended\nApr 26, 2026\nApr 27, 2025\n(In millions)\nSegment operating income\n$\n56,276 \n$\n23,694 \nStock-based compensation expense\n(1,928)\n(1,474)\nUnallocated operating expenses\n(565)\n(419)\nAcquisition-related and other costs\n(247)\n(163)\nInterest income\n540 \n515 \nInterest expense\n(102)\n(63)\nOther income (expense), net\n15,929 \n(180)\nConsolidated income before income tax\n$\n69,903 \n$\n21,910 \nRevenue by geographic area is based upon the location of the customers’ headquarters. The end customer and shipping location may be different from our\ncustomers’ headquarters location.\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n \n(In millions)\nGeographic Revenue based upon Customer Headquarters Location:\n \n \nUnited States\n$\n63,769 \n$\n25,685 \nTaiwan\n12,006 \n7,648 \nChina (including Hong Kong)\n4,550 \n9,659 \nOther\n1,290 \n1,070 \nTotal revenue\n$\n81,615 \n$\n44,062 \nRevenue from sales to customers headquartered outside of the United States accounted for 22% of total revenue for the first quarter of fiscal year 2027 and\n42% of total revenue for the first quarter of fiscal year 2026.\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and\nsystem integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. We refer to indirect\ncustomers as those who purchase products through our direct customers; indirect customers include CSPs, AI Clouds, AI model makers, enterprises, and public\nsector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.\nFor the first quarter of fiscal year 2027, three direct customers represented 21%, 17%, and 16% of total revenue, all of which was primarily attributable to the\nCompute & Networking segment.\nFor the first quarter of fiscal year 2026, sales to two direct customers represented 16% and 14% of total revenue, which were attributable to the Compute &\nNetworking segment.\n20", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 13 - Segment Information", - "metadata": { - "length": 5905, - "summary": "This section details NVIDIA's segment information, defining the 'Compute & Networking' and 'Graphics' operating segments. It includes a table presenting revenue, other segment items, and operating income for these segments for the three months ended April 26, 2026, and April 27, 2025. Additionally, it provides a reconciliation of segment operating income to consolidated income before income tax and breaks down geographic revenue based on customer headquarters location by region (United States, Taiwan, China, Other).", - "page_nums": [ - 19, - 20 - ], - "keywords": [ - "NVIDIA Corporation", - "Chief Executive Officer", - "CODM", - "Compute & Networking", - "Data Center", - "Graphics", - "GeForce GPUs", - "Quadro/NVIDIA RTX GPUs", - "United States", - "Taiwan", - "China", - "Hong Kong", - "AIBs", - "ODMs", - "OEMs", - "CSPs", - "AI Clouds" - ], - "connect_to": [ - { - "target": "asset_53b4b442-d15c-5617-8067-33d5967d4ebe", - "relation": "embeds", - "ref": "[tables/table_page_19_1.html]" - }, - { - "target": "asset_45e998ce-c8e2-5389-931b-15557fd3d8b1", - "relation": "embeds", - "ref": "[tables/table_page_20_1.html]" - }, - { - "target": "asset_57bcfedb-54ec-5d60-ac31-94f6334c62ff", - "relation": "embeds", - "ref": "[tables/table_page_20_2.html]" - } - ], - "page_assets": [ - { - "page_num": 19, - "artifact_ref": "page_citation_assets/page-19.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c417000c-6288-54f8-a5a2-565bd96c2c33", - "type": "page", - "content": "NVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nIn the first quarter of fiscal year 2027, we changed our presentation of revenue by market platform, and the comparable period has been recast as follows:\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n \n(In millions)\nRevenue by Market Platform\n \n \nData Center\n$\n75,246 \n$\n39,112 \nHyperscale\n37,869 \n17,599 \nAI Clouds, Industrial, & Enterprise\n37,377 \n21,513 \nEdge Computing\n6,369 \n4,950 \nTotal revenue\n$\n81,615 \n$\n44,062 \nNote 14 - Leases\nOur lease obligations primarily consist of operating leases for our data centers and offices, with lease periods expiring between fiscal years 2027 and 2075.\nFuture minimum lease obligations under our non-cancelable lease agreements as of April 26, 2026 were as follows:\nOperating Lease Obligations\n \n(In millions)\nFiscal Year:\n \n2027 (excluding the first quarter of fiscal 2027)\n$\n460 \n2028\n626 \n2029\n602 \n2030\n530 \n2031\n462 \n2032 and thereafter\n2,924 \nTotal\n5,604 \nLess imputed interest\n1,260 \nPresent value of net future minimum lease payments\n4,344 \nLess short-term operating lease liabilities\n466 \nLong-term operating lease liabilities\n$\n3,878 \nBetween the second quarter of fiscal year 2027 and fiscal year 2033, we expect to commence leases with future obligations of $32.4 billion, primarily for data\ncenter leases to support our research and development efforts, with lease terms of 3 to 20 years.\nOperating lease costs were $171 million and $101 million for the first quarter of fiscal years 2027 and 2026, respectively. Short-term, variable, and finance lease\ncosts for the first quarter of fiscal years 2027 and 2026 were not significant.\nOther information related to leases was as follows:\nThree Months Ended\nApr 26, 2026\nApr 27, 2025\n \n(In millions)\nSupplemental cash flows information\n \nOperating cash flow used for operating leases\n$\n185 \n$\n96 \nOperating lease assets obtained in exchange for lease obligations\n$\n1,516 \n$\n98 \n21\n\nNVIDIA Corporation and Subsidiaries\nNotes to Condensed Consolidated Financial Statements (Continued)\n(Unaudited)\nAs of April 26, 2026, our operating leases have a weighted average remaining lease term of 10.4 years and a weighted average discount rate of 4.61%. As of\nJanuary 25, 2026, our operating leases had a weighted average remaining lease term of 8.8 years and a weighted average discount rate of 4.38%.\n22", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 14 - Leases", - "metadata": { - "length": 2414, - "summary": "This section details NVIDIA's lease obligations, primarily operating leases for data centers and offices. It presents a table of future minimum lease payments from fiscal year 2027 through 2032 and beyond, along with the present value of these net future minimum lease payments. The text also outlines expected new lease obligations totaling $32.4 billion between fiscal years 2027 and 2033, reports operating lease costs for the first quarters of fiscal years 2027 and 2026, and provides supplemental cash flow information related to operating leases.", - "page_nums": [ - 21, - 22 - ], - "keywords": [ - "NVIDIA Corporation", - "April 26, 2026", - "January 25, 2026" - ], - "connect_to": [ - { - "target": "asset_35b9fbe2-2097-5cc2-bea7-2c1c63bde2e7", - "relation": "embeds", - "ref": "[tables/table_page_21_2.html]" - }, - { - "target": "asset_6fe5e9ab-2c10-5f35-8acc-c88cd8aa3bae", - "relation": "embeds", - "ref": "[tables/table_page_21_3.html]" - } - ], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_baae6ed7-029e-5bee-8fc0-a62ed4a20513", - "type": "page", - "content": "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations\nForward-Looking Statements\nThis Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and\nSection 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management’s\nbeliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by terms such as\n“may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended\nto identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results,\nperformance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by\nthe forward-looking statements. We discuss many of these risks, uncertainties and other factors in this Quarterly Report on Form 10-Q and our Annual Report on\nForm 10-K for the fiscal year ended January 25, 2026 in greater detail under the heading “Risk Factors” of such reports. Given these risks, uncertainties, and\nother factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and\nassumptions only as of the date of this filing. You should read this Quarterly Report on Form 10-Q completely and understand that our actual future results may\nbe materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we\nassume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in\nthese forward-looking statements, even if new information becomes available in the future.\nAll references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.\nIn addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon\ninformation available to us as of the filing date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such\nstatements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into,\nor review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these\nstatements.\n© 2026 NVIDIA Corporation. All rights reserved.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the risk factors set forth in Item 1A.\n“Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 25, 2026 and Part II, Item 1A. “Risk Factors” of this Quarterly Report on\nForm 10-Q and our Condensed Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described\nelsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC, before deciding to purchase, hold, or sell shares of our common stock.\nOverview\nOur Company and Our Businesses\nNVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we have\nexpanded to several other large and important computationally intensive fields. Fueled by the sustained demand for exceptional 3D graphics and the scale of the\ngaming market, NVIDIA has leveraged its GPU architecture to create platforms for scientific computing, AI, data science, autonomous vehicles, robotics, and\ndigital twin applications. NVIDIA is now a data center-scale AI infrastructure company reshaping all industries.\nOur two operating segments are “Compute & Networking” and “Graphics.” Refer to Note 13 of the Notes to Condensed Consolidated Financial Statements in\nPart I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\nHeadquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.\nRecent Developments, Future Objectives and Challenges\nRevenue growth in the first quarter was driven by data center products for accelerated computing and AI solutions. Blackwell continued to account for the\nmajority of our system shipments.\nThe availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage\nof these or other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex,\nmulti-year process that involves significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for\nless-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and\npartner deployments or reduce the scale of accelerated computing and AI adoption.\n23", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Forward-Looking Statements", - "metadata": { - "length": 5498, - "summary": "This section contains a legal disclaimer regarding forward-looking statements made by the company. It explains that these statements are based on management's beliefs and assumptions, subject to risks and uncertainties, and may differ from actual results. The text identifies specific terms (e.g., 'may', 'will', 'expect') used to signal such statements and directs readers to risk factors in other reports for more details. It also defines references to 'NVIDIA' or 'the Company' and includes a copyright notice.", - "page_nums": [ - 23 - ], - "keywords": [ - "Securities Act of 1933", - "Securities Exchange Act of 194", - "NVIDIA", - "Company", - "NVIDIA Corporation" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d86688c3-2413-5cbf-8a1b-c2dd93e51308", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Forward-Looking Statements p23]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Our Company and Our Businesses", - "metadata": { - "length": 161, - "summary": "This section provides an overview of NVIDIA, describing its evolution from PC graphics to a data center-scale AI infrastructure company. It details the company's two operating segments: 'Compute & Networking' and 'Graphics'. Additionally, it states that NVIDIA is headquartered in Santa Clara, California, was incorporated in April 1993, and reincorporated in Delaware in April 1998.", - "page_nums": [ - 23 - ], - "keywords": [ - "NVIDIA", - "Santa Clara", - "California", - "Delaware" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_8e5dc874-0e9a-5d08-8699-906251b3a80f", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Forward-Looking Statements p23]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Overview/Recent Developments, Future Objectives and Challenges", - "metadata": { - "length": 161, - "summary": "This section discusses revenue growth driven by data center products for accelerated computing and AI solutions, specifically noting that Blackwell accounted for the majority of system shipments. It also outlines challenges regarding the availability of data centers, energy, and capital required to support the buildout of NVIDIA AI infrastructure, highlighting regulatory, technical, and construction hurdles.", - "page_nums": [ - 23 - ], - "keywords": [ - "Blackwell", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_00c2e276-85da-5d2e-8b51-38659f324962", - "type": "page", - "content": "We expect our Rubin platform to start shipping in the second half of fiscal year 2027. The complexity of bringing up our product architecture and sophisticated\nsystem configurations has caused and may in the future cause delays in production and create challenges in managing supply and demand. This could further\nresult in revenue volatility, quality issues, increased inventory provisions, decreases in product yields and higher material costs, and/or increased warranty costs.\nCustomers may postpone purchasing new architectures or may adopt new technologies more gradually than anticipated, affecting our revenue timing and supply\nchain expenses.\nBeginning in February 2026, the U.S. government, or USG, granted licenses that allow us to ship small amounts of H200 products to specific China-based\ncustomers. To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China.\nThe license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped\nunder the new licensing program will be subject to a 25% tariff upon importation into the United States.\nThe recent rise in high-quality, open-source foundation models is making advanced AI capabilities broadly accessible. Open-source AI is dependent on\ndeveloper adoption, and if deployed on our competitors’ platforms, it could reduce demand for our products and services.\nWe have made, and expect to continue making, investments in our ecosystem to enhance our growth opportunities, cultivate our ecosystem, and strengthen our\ncompetitive position. In the first quarter of fiscal year 2027, we made the following investments:\n•\n$18.6 billion in private companies and infrastructure funds. Some of these investments include AI model makers that may indirectly purchase or use our\nproducts in the cloud.\n•\nWe made investments in publicly-held equity securities where the value may fluctuate significantly and could adversely affect our financial results.\nOur global supply chain for our networking products, including our Israel operations of approximately 5,900 employees supporting research and development,\noperations, and sales and marketing, has not been significantly impacted by the conflict in the Middle East. If the conflict escalates or extends, it could affect\nfuture product development, supply chain, and revenue, and create business uncertainty.\nMacroeconomic factors, including tariffs, inflation, interest changes, capital market volatility, global supply chain constraints, and global economic and\ngeopolitical developments and conflicts, have direct and indirect impacts on our results of operations, particularly demand for our products. While difficult to\nisolate and quantify, these macroeconomic factors impact our supply chain and manufacturing costs, employee wages, costs for capital equipment, the value of\nour investments, revenue, and competitive position. Our product and solution pricing generally does not fluctuate with short-term changes in our costs. Within\nour supply chain, we continuously manage product availability and costs with our vendors.\nRefer to Part II, Item 1A, \"Risk Factors\" for a discussion of these factors and other risks.\nFirst Quarter of Fiscal Year 2027 Summary\nThree Months Ended\nQuarter-over-Quarter\nChange\nYear-over-Year\nChange\n \nApr 26, 2026\nJan 25, 2026\nApr 27, 2025\n($ in millions, except per share data)\nRevenue\n$\n81,615 \n$\n68,127 \n$\n44,062 \n20  %\n85  %\nGross margin\n74.9 %\n75.0 %\n60.5 %\n(0.1) pts\n14.4  pts\nOperating expenses\n$\n7,621 \n$\n6,794 \n$\n5,030 \n12  %\n52  %\nOperating income\n$\n53,536 \n$\n44,299 \n$\n21,638 \n21  %\n147  %\nNet income\n$\n58,321 \n$\n42,960 \n$\n18,775 \n36  %\n211  %\nNet income per diluted share\n$\n2.39 \n$\n1.76 \n$\n0.76 \n36  %\n214  %\nWe specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate processors,\ninterconnects, software, algorithms, systems, and services to deliver unique value.\nFollowing the rapid evolution in our businesses, we are transitioning to a new reporting framework that better reflects our current and future growth drivers.\nWe will have two market platforms – Data Center and Edge Computing.\nWithin Data Center, we will report two sub-markets, Hyperscale and ACIE which incorporates AI Clouds, Industrial, and Enterprise. Hyperscale will include\nrevenue from the public clouds and the world’s largest consumer internet companies,\n24", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/First Quarter of Fiscal Year 2027 Summary", - "metadata": { - "length": 4527, - "summary": "This page details risk factors and strategic outlooks for a technology company, specifically focusing on the 'Rubin platform' shipping in fiscal year 2027, H200 product licensing to China, and investments in AI ecosystems. It includes a financial table titled 'First Quarter of Fiscal Year 2027 Summary', which presents revenue, gross margin, operating expenses, and net income data for the three months ended April 26, 2026, alongside comparative figures from previous periods.", - "page_nums": [ - 24 - ], - "keywords": [ - "Rubin", - "U.S. government", - "USG", - "China", - "United States", - "Israel", - "Middle East" - ], - "connect_to": [ - { - "target": "asset_95f4011a-78fe-51ea-a7fb-aa199273581b", - "relation": "embeds", - "ref": "[tables/table_page_24_1.html]" - } - ], - "page_assets": [ - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ef39cc76-7e61-5089-9407-c97ebd88137d", - "type": "page", - "content": "while ACIE addresses our growth opportunity in diverse AI purpose-built data centers and AI factories across industries and countries.\nEdge Computing highlights devices for agentic and physical AI including PCs, game consoles, workstations, AI-RAN base stations, robotics and automotive.\nThree Months Ended\nQuarter-over-Quarter\nChange\nYear-over-Year\nChange\n \nApr 26, 2026\nJan 25, 2026\nApr 27, 2025\n($ in millions)\nRevenue by Market Platform (1)\nData Center\n$\n75,246 \n$\n62,314 \n$\n39,112 \n21 %\n92 %\nHyperscale\n37,869 \n33,814 \n17,599 \n12 %\n115 %\nAI Clouds, Industrial, & Enterprise\n37,377 \n28,500 \n21,513 \n31 %\n74 %\nEdge Computing\n6,369 \n5,813 \n4,950 \n10 %\n29 %\nTotal revenue\n$\n81,615 \n$\n68,127 \n$\n44,062 \n20 %\n85 %\n(1)    In the first quarter of fiscal year 2027, we changed our presentation of revenue by market platform and the comparable periods have been recast.\nRevenue was $81.6 billion, up 85% from a year ago and up 20% sequentially.\nData Center revenue was $75.2 billion, up 92% from a year ago and up 21% sequentially, driven by the ramp of our Blackwell 300 products and demand for our\nInfiniBand, Spectrum-X Ethernet, and NVLink solutions. Hyperscaler revenue increased sequentially and remained at approximately 50% of Data Center\nrevenue, while the remaining 50% came from a continued diversification of customers, including AI Clouds, industrial, enterprise, and sovereign customers. No\nshipments of Data Center Hopper products to China occurred during the quarter, compared with $4.6 billion in the first quarter of fiscal year 2026.\nEdge Computing revenue for the first quarter was $6.4 billion, up 29% from a year ago and up 10% sequentially. The increases were driven by robust Blackwell\nworkstation demand, partially offset by slower consumer PC demand that was tempered by elevated memory and systems prices.\nGross margin increased from a year ago on lower inventory provisions, primarily due to the prior year's $4.5 billion charge associated with H20 excess inventory\nand purchase obligations. Gross margin was approximately flat sequentially as our Blackwell architecture remains the majority of our revenue.\nOperating expenses were up 52% from a year ago and up 12% sequentially. The increases were primarily driven by higher compensation and benefits expense\ndue to employee growth and compensation increases, compute and infrastructure costs, and engineering development materials for new product developments.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 13 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nRefer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 25, 2026. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n25", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Financial Information by Business Segment and Geographic Data", - "metadata": { - "length": 2906, - "summary": "This section contains a single sentence directing the reader to Note 13 of the Notes to the Condensed Consolidated Financial Statements for detailed disclosure regarding segment information.", - "page_nums": [ - 25 - ], - "keywords": [ - "Note 13", - "Condensed Consolidated Financial Statements" - ], - "connect_to": [ - { - "target": "asset_f537ac43-e64c-51c4-ad61-4d8e64a77c32", - "relation": "embeds", - "ref": "[tables/table_page_25_1.html]" - } - ], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_f55f0055-644f-56f5-a51e-f0263bd7437f", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Financial Information by Business Segment and Geographic Data p25]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Critical Accounting Policies and Estimates", - "metadata": { - "length": 196, - "summary": "This section states that there have been no material changes to the company's Critical Accounting Policies and Estimates since the Annual Report on Form 10-K for the fiscal year ended January 25, 2026.", - "page_nums": [ - 25 - ], - "keywords": [ - "Form 10-K" - ], - "connect_to": [ - { - "target": "asset_f537ac43-e64c-51c4-ad61-4d8e64a77c32", - "relation": "related", - "ref": "[tables/table_page_25_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Financial Information by Business Segment and Geographic Data" - } - ], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1a8cc956-7aee-58b4-b9cf-c45b703cbef5", - "type": "page", - "content": "Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income expressed as a percentage of\nrevenue.\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\nRevenue\n100.0 %\n100.0 %\nCost of revenue\n25.1 \n39.5 \nGross profit\n74.9 \n60.5 \nOperating expenses\nResearch and development\n7.7 \n9.1 \nSales, general and administrative\n1.6 \n2.4 \nTotal operating expenses\n9.3 \n11.5 \nOperating income\n65.6 \n49.0 \nInterest income\n0.7 \n1.2 \nInterest expense\n(0.1)\n(0.1)\nOther income (expense), net\n19.5 \n(0.4)\nTotal other income, net\n20.1 \n0.7 \nIncome before income tax\n85.7 \n49.7 \nIncome tax expense\n14.2 \n7.1 \nNet income\n71.5 %\n42.6 %\nReportable Segments\nRevenue by Reportable Segments\nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n$\nChange\n%\nChange\n \n($ in millions)\nCompute & Networking\n$\n74,550 \n$\n39,589 \n$\n34,961 \n88 %\nGraphics\n7,065 \n4,473 \n2,592 \n58 %\nTotal\n$\n81,615 \n$\n44,062 \n$\n37,553 \n85 %\nOperating Income by Reportable Segments\nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n$\nChange\n%\nChange\n \n($ in millions)\nCompute & Networking\n$\n53,335 \n$\n22,054 \n$\n31,281 \n142 %\nGraphics\n2,941 \n1,640 \n1,301 \n79 %\nTotal\n$\n56,276 \n$\n23,694 \n$\n32,582 \n138 %\nCompute & Networking revenue – The year-over-year increase in the first quarter of fiscal year 2027 was due to growth in Data Center products, driven by the\nramp of our Blackwell systems and demand for our InfiniBand, Spectrum-X Ethernet, and NVLink solutions.\nGraphics revenue – The year-over-year increase in the first quarter of fiscal year 2027 was driven by sales of our Blackwell architecture.\nReportable segment operating income – The year-over-year increase in Compute & Networking segment operating income in the first quarter of fiscal year 2027\nwas driven by the growth in revenue and the non-recurrence of a $4.5 billion charge associated with H20 excess inventory and purchase obligations in the first\nquarter of fiscal year 2026. The year-over-year increase in Graphics segment operating income in the first quarter of fiscal year 2027 was driven by the growth in\nrevenue.\n26", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments", - "metadata": { - "length": 2107, - "summary": "The section titled 'Revenue by Reportable Segments' presents a table detailing the revenue for two reportable segments, Compute & Networking and Graphics, for the three months ended April 26, 2026, and April 27, 2025. The data is presented in millions of dollars and includes columns for the current period, the prior period, the dollar change, and the percentage change.", - "page_nums": [ - 26 - ], - "keywords": [ - "Compute & Networking", - "Graphics" - ], - "connect_to": [ - { - "target": "asset_a755aaf1-f722-5ecf-b313-14e7e58642a1", - "relation": "embeds", - "ref": "[tables/table_page_26_1.html]" - }, - { - "target": "asset_c8c25466-16db-5da4-9409-5de850b4771c", - "relation": "embeds", - "ref": "[tables/table_page_26_2.html]" - }, - { - "target": "asset_7605ed64-b90a-5627-9af0-a61fc1d3d7de", - "relation": "embeds", - "ref": "[tables/table_page_26_3.html]" - } - ], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_92d1e175-2f58-5f93-9c67-4453ddd595bb", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments p26]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Operating Income by Reportable Segments", - "metadata": { - "length": 207, - "summary": "This section presents a table detailing the Operating Income by Reportable Segments for the three months ended April 26, 2026, and April 27, 2025. It breaks down operating income into 'Compute & Networking' and 'Graphics' segments, providing values in millions of dollars along with dollar and percentage changes. The text below explains that the increase in Compute & Networking segment operating income was driven by revenue growth and the non-recurrence of a $4.5 billion charge from the prior year, while Graphics segment growth was driven by revenue.", - "page_nums": [ - 26 - ], - "keywords": [ - "Compute & Networking", - "Graphics" - ], - "connect_to": [ - { - "target": "asset_a755aaf1-f722-5ecf-b313-14e7e58642a1", - "relation": "related", - "ref": "[tables/table_page_26_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments" - }, - { - "target": "asset_c8c25466-16db-5da4-9409-5de850b4771c", - "relation": "related", - "ref": "[tables/table_page_26_2.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Reportable Segments/Revenue by Reportable Segments" - } - ], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_7e29a544-955f-55db-a736-3fc053f6c7a6", - "type": "page", - "content": "Concentration of Revenue\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and\nsystem integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. We refer to indirect\ncustomers as those who purchase products through our direct customers; indirect customers include CSPs, AI Clouds, AI model makers, enterprises, and public\nsector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.\nDirect Customers – For the first quarter of fiscal year 2027, three direct customers represented 21%, 17%, and 16% of total revenue, all of which was primarily\nattributable to the Compute & Networking segment.\nFor the first quarter of fiscal year 2026, sales to two direct customers represented 16% and 14% of total revenue, which were attributable to the Compute &\nNetworking segment.\nIndirect Customers – Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product\nspecifications, internal sales data, and other sources. Indirect customers primarily purchase our products through system integrators and distributors.\nWe generate a significant amount of our revenue from a limited number of indirect customers, some individually representing 10% or more of our revenue.\nCertain companies purchase cloud and related services through various direct and indirect customers. We estimate that one AI research and deployment\ncompany contributed to a meaningful amount of our revenue by purchasing cloud services from our customers in the first quarter of fiscal year 2027.\nRevenue by geographic region is designated based on the location of the headquarters of direct customers. The end customer and shipping location may be\ndifferent from our customers' headquarters location. Revenue from sales to customers headquartered outside of the United States accounted for 22% of total\nrevenue for the first quarter of fiscal year 2027 and 42% of total revenue for the first quarter of fiscal year 2026.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors, including wafer fabrication,\nassembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test\nyield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related\nintangible amortization expense, IP-related costs, and stock-based compensation related to personnel associated with manufacturing operations.\nGross margin increased to 74.9% for the first quarter of fiscal year 2027 compared to 60.5% for the first quarter of fiscal year 2026, primarily due to the prior\nyear's $4.5 billion charge associated with H20 excess inventory and purchase obligations.\nProvisions for inventory and excess inventory purchase obligations totaled $1.1 billion and $5.3 billion for the first quarter of fiscal years 2027 and 2026,\nrespectively. The first quarter of fiscal year 2026 includes $4.5 billion associated with H20 excess inventory and purchase obligations. Sales of previously\nreserved inventory and settlements of excess inventory purchase obligations resulted in a provision release of $103 million and $436 million for the first quarter\nof fiscal years 2027 and 2026, respectively. The net effect on our gross margin was an unfavorable impact of 1.2% and 11.0% in the first quarter of fiscal years\n2027 and 2026, respectively.\nOperating Expenses\n \nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n$\nChange\n%\nChange\n \n($ in millions)\nResearch and development\n$\n6,321 \n$\n3,989 \n$\n2,332 \n58 %\nSales, general and administrative\n1,300 \n1,041 \n259 \n25 %\nTotal operating expenses\n$\n7,621 \n$\n5,030 \n$\n2,591 \n52 %\nThe increase in research and development expenses for the first quarter of fiscal year 2027 was primarily driven by a 112% increase in compute and\ninfrastructure, a 31% increase in compensation and benefits, including stock-based compensation, reflecting employee growth and compensation increases, and\na 204% increase in engineering development materials for new product introductions.\n27", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue", - "metadata": { - "length": 4415, - "summary": "The section titled 'Concentration of Revenue' defines direct and indirect customers for NVIDIA. It details that in the first quarter of fiscal year 2027, three direct customers accounted for 54% of total revenue (21%, 17%, and 16%), while two direct customers accounted for 30% in the same period for fiscal year 2026. The text also notes significant revenue from a limited number of indirect customers, including one AI research company contributing meaningfully in Q1 FY2027. Additionally, it states that revenue from customers headquartered outside the United States represented 22% of total revenue in Q1 FY2027 and 42% in Q1 FY2026.", - "page_nums": [ - 27 - ], - "keywords": [ - "NVIDIA", - "AIBs", - "CSPs", - "AI model makers", - "Compute & Networking segment", - "United States" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1a9d3302-475b-5cca-9fa4-f025485648bc", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue p27]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Gross Profit and Gross Margin", - "metadata": { - "length": 181, - "summary": "The section titled 'Gross Profit and Gross Margin' defines gross profit as total net revenue less cost of revenue, detailing that costs include semiconductors, assembly, labor, inventory provisions, and stock-based compensation. It reports a gross margin increase to 74.9% for the first quarter of fiscal year 2027 from 60.5% in the prior year, primarily due to a $4.5 billion charge associated with H20 excess inventory in the previous period. The text also outlines provisions for inventory and excess purchase obligations totaling $1.1 billion and $5.3 billion for fiscal years 2027 and 2026, respectively.", - "page_nums": [ - 27 - ], - "keywords": [ - "NVIDIA", - "AIBs", - "CSPs", - "AI model makers", - "Compute & Networking segment", - "United States", - "H20" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_0aa42b6b-a1ee-5dd1-8976-ec6660986616", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Concentration of Revenue p27]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Operating Expenses", - "metadata": { - "length": 181, - "summary": "The 'Operating Expenses' section presents a table detailing expenses for the three months ended April 26, 2026, and April 27, 2025. The table lists 'Research and development' and 'Sales, general and administrative' costs in millions of dollars, along with the dollar and percentage change between the two periods. A total operating expense figure is provided, followed by an explanation that the increase in R&D expenses was driven by growth in compute infrastructure, compensation, and engineering materials.", - "page_nums": [ - 27 - ], - "keywords": [ - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_99c8fd7d-b2df-5ac4-a628-1501ad136d8c", - "type": "page", - "content": "The increase in sales, general and administrative expenses for the first quarter of fiscal year 2027 was primarily driven by compensation and benefits, including\nstock-based compensation, reflecting employee growth and compensation increases.\nTotal Other Income, Net\nThree Months Ended\n \nApr 26, 2026\nApr 27, 2025\n$\nChange\n \n($ in millions)\nInterest income\n$\n540 \n$\n515 \n$\n25 \nInterest expense\n(102)\n(63)\n(39)\nOther income (expense), net\n15,929 \n(180)\n16,109 \nTotal other income, net\n$\n16,367 \n$\n272 \n$\n16,095 \nTotal other income, net primarily consists of realized or unrealized gains and losses from investments in non-marketable securities and publicly-held equity\nsecurities. The change in Other income (expense), net compared to the first quarter of fiscal year 2026, was primarily driven by unrealized gains on investments\nin publicly-held equity securities of $13.4 billion and non-marketable equity securities of $2.6 billion.\nIncome Taxes\nIncome tax expense was $11.6 billion and $3.1 billion for the first quarter of fiscal years 2027 and 2026, respectively. Income tax as a percentage of income\nbefore income tax was 16.6% and 14.3% for the first quarter of fiscal years 2027 and 2026, respectively.\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from stock-based compensation relative to the increase in income before\nincome tax.\nOur effective tax rates for the first quarter of fiscal years 2027 and 2026 were lower than the U.S. federal statutory rate of 21% primarily due to tax benefits from\nforeign-derived deduction eligible income, income earned in jurisdictions that were subject to taxes at rates lower than the U.S. federal statutory tax rate, stock-\nbased compensation, and the U.S. federal research tax credit.\nRefer to Note 11 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\nLiquidity and Capital Resources\n \nApr 26, 2026\nJan 25, 2026\n \n(In millions)\nCash and cash equivalents\n$\n13,237 \n$\n10,605 \nMarketable debt securities\n37,098 \n39,065 \nCash, cash equivalents, and marketable debt securities\n$\n50,335 \n$\n49,670 \nThree Months Ended\nApr 26, 2026\nApr 27, 2025\n(In millions)\nNet cash provided by operating activities\n$\n50,344 \n$\n27,414 \nNet cash used in investing activities\n$\n(26,429)\n$\n(5,216)\nNet cash used in financing activities\n$\n(21,283)\n$\n(15,553)\nOur fixed income security investments include highly rated, diversified investment types and credit exposures with shorter maturities.\nCash provided by operating activities increased in the first quarter of fiscal year 2027 compared to the first quarter of fiscal year 2026 due to higher revenue.\nCash used in investing activities increased in the first quarter of fiscal year 2027 compared to the first quarter of fiscal year 2026, primarily driven by higher\npurchases of equity investment securities.\n28", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net", - "metadata": { - "length": 2919, - "summary": "The section titled 'Total Other Income, Net' presents a table detailing financial components for the three months ended April 26, 2026, and April 27, 2025. The table lists Interest income, Interest expense, and Other income (expense), net, culminating in a Total other income, net of $16,367 million for 2026 compared to $272 million for 2025. A subsequent paragraph explains that this total primarily consists of realized or unrealized gains and losses from investments in non-marketable securities and publicly-held equity securities.", - "page_nums": [ - 28 - ], - "keywords": [ - "April 26, 2026", - "April 27, 2025" - ], - "connect_to": [ - { - "target": "asset_8769a477-9586-56a8-be97-7803ec42aa60", - "relation": "embeds", - "ref": "[tables/table_page_28_1.html]" - }, - { - "target": "asset_2468c012-7ba5-50db-bb8f-c447064ec9e4", - "relation": "embeds", - "ref": "[tables/table_page_28_2.html]" - }, - { - "target": "asset_20f4e8f9-7a9c-577d-800e-a0686200d6e0", - "relation": "embeds", - "ref": "[tables/table_page_28_3.html]" - } - ], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_5722d568-d25c-5572-9a71-372ff5e9a00e", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net p28]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Income Taxes", - "metadata": { - "length": 180, - "summary": "The 'Income Taxes' section details the income tax expense for the first quarters of fiscal years 2027 ($11.6 billion) and 2026 ($3.1 billion), along with their respective effective tax rates (16.6% and 14.3%). It explains that the increase in the effective tax rate was primarily due to a lower percentage of tax benefits from stock-based compensation relative to the increase in income before tax. The text also notes that the effective tax rates were lower than the U.S. federal statutory rate of 21% due to various factors including foreign-derived deduction eligible income, lower jurisdictional tax rates, stock-based compensation benefits, and the U.S. federal research tax credit.", - "page_nums": [ - 28 - ], - "keywords": [ - "U.S." - ], - "connect_to": [ - { - "target": "asset_8769a477-9586-56a8-be97-7803ec42aa60", - "relation": "related", - "ref": "[tables/table_page_28_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net" - }, - { - "target": "asset_2468c012-7ba5-50db-bb8f-c447064ec9e4", - "relation": "related", - "ref": "[tables/table_page_28_2.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net p28]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources", - "metadata": { - "length": 180, - "summary": "The section titled 'Liquidity and Capital Resources' presents financial data regarding the company's cash position and cash flow activities. It includes a table comparing cash, cash equivalents, and marketable debt securities as of April 26, 2026, and January 25, 2026. Additionally, it provides a table detailing net cash provided by operating activities and net cash used in investing and financing activities for the three months ended April 26, 2026, compared to the same period in 2025. The text explains that increases in cash from operating activities were driven by higher revenue, while increased cash used in investing activities was primarily due to higher purchases of equity investment securities.", - "page_nums": [ - 28 - ], - "keywords": [ - "April 26, 2026", - "January 25, 2026", - "April 27, 2025" - ], - "connect_to": [ - { - "target": "asset_8769a477-9586-56a8-be97-7803ec42aa60", - "relation": "related", - "ref": "[tables/table_page_28_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net" - }, - { - "target": "asset_2468c012-7ba5-50db-bb8f-c447064ec9e4", - "relation": "related", - "ref": "[tables/table_page_28_2.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. 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Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Total Other Income, Net" - } - ], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1f349919-5fc2-5d1d-8817-b5ca158aa26d", - "type": "page", - "content": "Cash used in financing activities increased in the first quarter of fiscal year 2027 compared to the first quarter of fiscal year 2026, mainly due to higher share\nrepurchases.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, marketable debt and equity securities, and cash generated by our operations. As of April 26,\n2026, we had $50.3 billion in cash, cash equivalents, and marketable debt securities as well as $30.2 billion of marketable equity securities. We believe that we\nhave sufficient liquidity to meet our operating requirements for at least the next twelve months and for the foreseeable future, including our future obligations. We\ncontinuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements and\ncommitments.\nOur marketable securities consist of publicly-held equity securities, debt securities issued by the U.S. government and its agencies, highly-rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by highly-rated financial institutions. These marketable\nsecurities are primarily denominated in U.S. dollars. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this\nQuarterly Report on Form 10-Q for additional information.\nExcept for approximately $1.7 billion of cash, cash equivalents, and marketable debt securities held outside of the U.S., for which we have not accrued any\nrelated foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents, and marketable debt securities held\noutside the U.S. at the end of the first quarter of fiscal year 2027 are available for use in the U.S. without incurring additional U.S. federal income taxes. We\nmade no federal income tax payments in the first quarter of fiscal year 2027, whereas our second quarter of fiscal year 2027 is scheduled to include two\npayments.\nCapital Return to Shareholders\nIn the first quarter of fiscal year 2027, we repurchased 108 million shares of our common stock for $20.2 billion. As of April 26, 2026, we were authorized, subject\nto certain specifications, to repurchase up to $38.5 billion of our common stock.\nOn May 18, 2026, our Board of Directors approved an additional $80.0 billion in share repurchase authorization, without expiration.\nWe may execute repurchases from time to time, subject to market conditions, operating requirements and other investment opportunities, in the open market, in\nprivately-negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the\nExchange Act. Our share repurchase program may be suspended at any time at our discretion.\nWe paid cash dividends to our shareholders of $243 million during the first quarter of fiscal year 2027. On May 18, 2026, we increased our quarterly cash\ndividend from $0.01 per share to $0.25 per share to all shareholders of record on June 4, 2026. Our quarterly cash dividend will be paid on June 26, 2026.\nThe payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our\nshareholders.\nThe U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost and was not significant for the first quarter of fiscal year 2027.\n29", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Liquidity", - "metadata": { - "length": 3626, - "summary": "The section outlines the company's primary sources of liquidity, including cash, cash equivalents, and marketable securities. As of April 26, 2026, the company held $50.3 billion in cash and debt securities and $30.2 billion in equity securities. It discusses the composition of these marketable securities (U.S. government, corporations, etc.) and notes that substantially all funds are available for use in the U.S. without additional federal income taxes.", - "page_nums": [ - 29 - ], - "keywords": [ - "April 26, 2026", - "$50.3 billion", - "$30.2 billion", - "U.S.", - "Form 10-Q" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_6420a359-389e-5939-a660-b17efcc42b5b", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Liquidity p29]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Capital Return to Shareholders", - "metadata": { - "length": 176, - "summary": "The section details the company's capital return activities for the first quarter of fiscal year 2027, including the repurchase of 108 million shares of common stock for $20.2 billion and an authorized remaining capacity of $38.5 billion. It also covers the approval of an additional $80.0 billion in share repurchase authorization on May 18, 2026, and the payment of cash dividends totaling $243 million, with a quarterly dividend increase to $0.25 per share.", - "page_nums": [ - 29 - ], - "keywords": [ - "Board of Directors", - "U.S. Inflation Reduction Act of 2022" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_468774f1-0427-5f79-b050-217ab7835971", - "type": "page", - "content": "Outstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of April 26, 2026, by year payable, were as follows:\n \nApr 26, 2026\n \n(In millions)\nDue in one year\n$\n1,000 \nDue in one to five years\n2,750 \nDue in five to ten years\n1,250 \nDue in greater than ten years\n3,500 \nUnamortized debt discount and issuance costs\n(30)\nNet carrying amount\n$\n8,470 \nLess short-term portion\n(1,000)\nTotal long-term portion\n$\n7,470 \nWe have a commercial paper program to support general corporate purposes, pursuant to which we may issue unsecured paper notes, from time to time or all at\nonce, up to $25.0 billion. As of April 26, 2026, no commercial paper was outstanding.\nRefer to Note 9 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.\nMaterial Cash Requirements and Other Obligations\nFor descriptions of our facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations, refer to Note 8, Note 9, Note 10, and\nNote 14 of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively.\nWe expect to continue investing in our ecosystem. Refer to Note 6 and Item 1A. Risk Factors for additional information regarding our investments.\nUnrecognized tax benefits were $4.5 billion, which includes related interest and penalties of $439 million, and were recorded in non-current income tax payable\nas of April 26, 2026. We are unable to estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to uncertainties in\nthe underlying income tax positions and the timing of the effective settlement of such tax positions. We are currently under examination by the Internal Revenue\nService for our fiscal years 2023 and 2024. Refer to Note 11 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly\nReport on Form 10-Q.\nOther than the contractual obligations described in Notes 6 and 10, there were no material changes outside the ordinary course of business in our contractual\nobligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 25, 2026. Refer to Item 7, “Management’s Discussion and\nAnalysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended\nJanuary 25, 2026 for a description of our contractual obligations. For a description of our facility lease guarantees, long-term debt, purchase obligations, and\noperating lease obligations, refer to Notes 8, 9, 10, and 14 of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly\nReport on Form 10-Q, respectively.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures About Market Risk\nInvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 25, 2026. Our marketable equity securities consist of publicly-held equity securities, while\nour non-marketable equity securities are investments in privately-held companies. Publicly-held equity securities are subject to market price volatility. A\nhypothetical 10% decrease in our publicly-held equity securities would decrease the fair value of the publicly-held equity securities balance by $3.9 billion and\n$1.8 billion as of April 26, 2026 and January 25, 2026, respectively.\nNon-marketable equity securities are measured based on cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions\nfor an identical or similar investment in the same issuer. Valuations of our non-\n30", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program", - "metadata": { - "length": 4029, - "summary": "This section details the company's aggregate debt maturities as of April 26, 2026, broken down by time periods (due in one year, one to five years, etc.), totaling a net carrying amount of $8.47 billion and a total long-term portion of $7.47 billion. It also describes the commercial paper program, which allows for the issuance of up to $25.0 billion in unsecured notes, noting that no commercial paper was outstanding as of the reporting date.", - "page_nums": [ - 30 - ], - "keywords": [ - "April 26, 2026", - "$25.0 billion" - ], - "connect_to": [ - { - "target": "asset_aeff4aeb-d18a-5fcc-a179-68e60321744d", - "relation": "embeds", - "ref": "[tables/table_page_30_1.html]" - } - ], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_559f59fb-1841-5217-bea1-fdb8cc739b4f", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program p30]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Material Cash Requirements and Other Obligations", - "metadata": { - "length": 220, - "summary": "The section titled 'Material Cash Requirements and Other Obligations' outlines the company's future financial commitments. It references specific notes in the Condensed Consolidated Financial Statements for details on facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations. The text also mentions continued investment in the ecosystem and discusses unrecognized tax benefits totaling $4.5 billion as of April 26, 2026, including related interest and penalties. Additionally, it states that there were no material changes outside the ordinary course of business regarding contractual obligations since the last Annual Report.", - "page_nums": [ - 30 - ], - "keywords": [ - "Internal Revenue Service" - ], - "connect_to": [ - { - "target": "asset_aeff4aeb-d18a-5fcc-a179-68e60321744d", - "relation": "related", - "ref": "[tables/table_page_30_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program" - } - ], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_3745643d-08f7-5806-8a62-a4a683fea306", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program p30]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Adoption of New and Recently Issued Accounting Pronouncements", - "metadata": { - "length": 220, - "summary": "The section titled \"Adoption of New and Recently Issued Accounting Pronouncements\" states that the company has not adopted any new or recently issued accounting pronouncements.", - "page_nums": [ - 30 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_aeff4aeb-d18a-5fcc-a179-68e60321744d", - "relation": "related", - "ref": "[tables/table_page_30_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. 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Quantitative and Qualitative Disclosures About Market Risk', focuses on 'Investment and Interest Rate Risk'. It describes the company's exposure to market price volatility regarding its publicly-held equity securities. The text details that a hypothetical 10% decrease in these securities would result in a $3.9 billion reduction in fair value as of April 26, 2026, and an $1.8 billion reduction as of January 25, 2026. It also briefly mentions the measurement basis for non-marketable equity securities.", - "page_nums": [ - 30 - ], - "keywords": [ - "Internal Revenue Service", - "April 26, 2026", - "January 25, 2026" - ], - "connect_to": [ - { - "target": "asset_aeff4aeb-d18a-5fcc-a179-68e60321744d", - "relation": "related", - "ref": "[tables/table_page_30_1.html]", - "same_as_owner": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Liquidity and Capital Resources/Outstanding Indebtedness and Commercial Paper Program" - } - ], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_642c5056-a8cd-5549-9b27-a53044ace6b6", - "type": "page", - "content": "marketable equity securities are inherently complex due to the lack of readily available market data and observable transactions, and impact of macroeconomic\nfactors.\nFor a description of our equity investments, refer to Notes 5 and 6 of the Notes to Condensed Consolidated Financial Statements in Part  I, Item  1 of this\nQuarterly Report on Form 10-Q, respectively.\nForeign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 25, 2026. As of April 26, 2026, there have been no material changes to the\nforeign exchange rate risks described as of January 25, 2026.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of April  26, 2026, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that the information\nwe are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods\nspecified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer\nand our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere have been no changes in our internal control over financial reporting during the first quarter of fiscal year 2027 that have materially affected, or are\nreasonably likely to materially affect, our internal control over financial reporting. We are continuing a phased upgrade of our enterprise resource planning, or\nERP, system to update our existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report operating\nresults. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal\ncontrols, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute\nassurance that all control issues and instances of fraud, if any, within NVIDIA have been detected.\nPart II. Other Information\nItem 1. Legal Proceedings\nRefer to Part I, Item 1, Note 10 of the Notes to the Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 25, 2026.\nItem 1A. Risk Factors\nOther than the risk factors listed below, there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 25, 2026.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Item 1A of our Annual Report on Form\n10-K for the fiscal year ended January 25, 2026, and below. Any one of those risks could harm our business, financial condition and results of operations or\nreputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are\nimmaterial may also harm our business, financial condition, results of operations or reputation.\nCompetition could adversely impact our market share and financial results.\nOur target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer\nand market needs, new entrants and consolidations. Other companies compete\n31", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 4. Controls and Procedures", - "metadata": { - "length": 4436, - "summary": "This section details the company's evaluation of its disclosure controls and procedures as of April 26, 2026. Management, including the Chief Executive Officer and Chief Financial Officer, concluded that these controls were effective in providing reasonable assurance regarding the recording and reporting of information required under the Exchange Act. The section also notes there have been no material changes to internal control over financial reporting during the first quarter of fiscal year 2027, despite a phased upgrade of the enterprise resource planning (ERP) system. Finally, it outlines inherent limitations on the effectiveness of controls, stating they can only provide reasonable, not absolute, assurance.", - "page_nums": [ - 31 - ], - "keywords": [ - "Chief Executive Officer", - "Chief Financial Officer", - "Exchange Act", - "SEC", - "NVIDIA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_f9d93f1a-2dbc-5ae1-954a-fb9b4691eb05", - "type": "page", - "content": "[SAME-AS NVIDIA Q1 FY27 Results.pdf/Item 4. Controls and Procedures p31]", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Legal Proceedings", - "metadata": { - "length": 72, - "summary": "The section titled 'Item 1. Legal Proceedings' refers the reader to Part I, Item 1, Note 10 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in legal proceedings since January 25, 2026.", - "page_nums": [ - 31 - ], - "keywords": [ - "Part I", - "Item 1", - "Note 10", - "January 25, 2026" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_6da81326-e75f-589e-840c-cd13bab9353e", - "type": "page", - "content": "with us on a wide range of parameters including price, total cost of ownership, and performance, which has resulted and may in the future result in lower-than-\nexpected selling prices or demand for our products. Some of our competitors operate their own fabrication facilities, and have longer operating histories, larger\ncustomer bases, more comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources\nthan we do. These competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities\nin new markets and end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient foundry capacity and scarce input\nmaterials during a supply-constrained environment, which could harm our business. Some of our customers are developing their own ASICs and other products,\nincluding designs optimized for certain workloads that may not require all of the features and functionality our data center systems provide. Others may offer\ncloud-based services that compete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the scale\nnecessary to meet our business objectives. If we are unable to successfully compete in this environment, demand for our products, services, and technologies\ncould decrease, which may negatively impact our business.\nLong manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has\nled and could in the future lead to mismatches between supply and demand.\nWe have long manufacturing lead times and build finished products and maintain inventory in advance of anticipated demand. In periods of shortages impacting\nthe semiconductor industry and/or limited supply or capacity in our supply chain, the lead times for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 months. To secure future supply and capacity, we have paid premiums,\nprovided deposits, and entered into long-term supply agreements and capacity commitments, which have increased our product costs and this may continue.\nWe may still be unable to secure sufficient commitments for capacity to address our business needs.\nIf we inaccurately estimate demand, or our customers change orders, as we have experienced in the past, we may not be able to reduce our supply\ncommitments in time, at the same rate, or at all. Significant mismatches between supply and demand have varied across our market platforms, resulted in both\nproduct shortages and excess inventory, significantly harmed our financial results and could reoccur. If we underestimate demand, and our foundry partners and\ncontract manufacturers are unable to increase production or provide sufficient supply, we may not be able to meet increased customer demand in a timely\nmanner, or at all. Our reputation and customer relationships could be damaged and we could lose revenue and market share. Additionally, since some of our\nproducts are part of a complex data center buildout, supply constraints or availability issues with respect to any one component have had and may have a\nbroader revenue impact. For example, our ability to sell certain products has been and could be impeded if components necessary for the finished products are\nnot available from third parties.\nIf we overestimate demand, or if customers cancel or defer orders or choose to purchase from our competitors, we may not be able to utilize on-hand inventory\nor reduce purchase commitments accordingly. We have had to reduce average selling prices, including due to our channel pricing programs, increase prices for\ncertain of our products as a result of our suppliers’ increase in prices, write down our inventory, incur cancellation penalties, and record impairments, and may\nhave to do so in the future. The impact of these risks would be amplified by our non-cancellable and non-returnable purchase orders placed in advance of our\nhistorical lead times and could be exacerbated if we need to make changes to the design of future products. These risks have increased and may continue to\nincrease as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply. All of\nthese factors may negatively impact our gross margins and financial results.\nFactors that have caused and/or could in the future cause us to underestimate or overestimate demand, and impact the timing and volume of our revenue,\ninclude:\n•\nchanges in product development cycles and time to market;\n•\ncompeting technologies and competitor product releases, announcements or other actions;\n•\nchanges in business and economic conditions;\n•\nsudden or sustained government lockdowns or public health issues;\n•\nrapidly changing technology or customer requirements;\n•\nthe availability of sufficient data center capacity or energy for customers to procure;\n•\nnew product introductions and transitions resulting in less demand for existing products;\n•\nnew or unexpected end-use cases;\n•\nincrease in demand for competitive products;\n•\nchanges in end-user demand;\n32\n\n•\npurchasing decisions made, and inventory levels held by, distributors, ODMs, OEMs, system integrators, other channel partners and other third parties;\n•\nthe ability of developers, end customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms;\n•\nthe demand for accelerated computing, AI-related cloud services, or large language models;\n•\nchanges that impact the ecosystem for the architectures underlying our products and technologies;\n•\ngovernment actions or changes in governmental policies, such as export controls, increased restrictions on gaming usage, or tariffs;\n•\nour customers’ and partners’ ability to secure capital and energy and to build complex data center infrastructure timely; and\n•\nthe availability of third-party content on our platforms, such as GeForce NOW.\nThe availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage\nof these and other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex,\nmulti-year process involving significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-\ncapitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner\ndeployments or reduce the scale of accelerated computing and AI adoption.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natural disasters, pandemics or other events. Geopolitical tensions in regions where we rely on suppliers,\ncontract manufacturers, and assembly partners that are critical to our supply continuity, could have a material adverse impact on us. Supply availability affecting\nmemory, and other components, as well as rising prices, may drive the prices for data center buildouts higher. Publicly announced intentions by governments or\nother companies to purchase our products can further complicate our demand estimates, as such announcements are often non-binding and may not result in\ncommitted volumes.\nWe continue to increase our supply and capacity purchases with existing and new suppliers to support our demand projections and increasing complexity of our\ndata center products. We have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future\nproducts. The increased purchase volumes and integration of new suppliers and contract manufacturers into our supply chain creates more complexity in\nmanaging multiple suppliers with variations in production planning, execution and logistics. Our expanding product portfolio and varying component compatibility\nand quality may lead to increased inventory levels. We have incurred and may in the future incur inventory provisions or impairments if our inventory or supply or\ncapacity commitments exceed demand for our products or demand declines. We are increasing our U.S.-based manufacturing and investing in specialized\nequipment and processes to support domestic production. We may experience delays or difficulties in scaling production as planned. Our ability to increase\nmanufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply to the required volume timely. Delays or\nshortfalls could impact our ability to meet demand.\nIntroducing or offering multiple architectures concurrently is complex and we often ship multiple architecture products simultaneously as our channel partners\nprepare to ship and support new products. We are generally in various stages of introducing and/or offering the architectures of our Data Center and Edge\nComputing products. The computing industry is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and\ndiverse set of AI opportunities. We have introduced a new product and architecture cadence of our Data Center solutions where we seek to complete new\ncomputing solutions each year and provide a greater variety of Data Center offerings, including our Rubin platform which is expected to start shipping in the\nsecond half of fiscal year 2027. The increased frequency of these architecture introductions and the larger number of products and product configurations may\nmagnify the challenges associated with managing our supply and demand which may further create volatility in our revenue. Qualification time for new products,\ncustomers anticipating new architecture introductions, and channel partners reducing channel inventory of prior architectures ahead of new product introductions\ncan reduce, or create volatility in, our revenue. Customers may delay adopting new architectures if their data center infrastructure is not ready, which could affect\nthe timing of our revenue. We have experienced and may in the future experience reduced demand for current generation architectures when customers\nanticipate new architectures, and we may be unable to sell multiple product architectures at the same time. Our financial results have been and may in the future\nbe negatively impacted if we are unable to execute our architectural introductions as planned for any reason. The increased frequency and complexity of newly\nintroduced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty, or other costs\nor result in product delays. For example, our gross margins in the second quarter of fiscal year 2025 were negatively impacted by inventory provisions for low-\nyielding Blackwell material.\n33", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1A. Risk Factors/Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has led and could in the future lead to mismatches between supply and demand.", - "metadata": { - "length": 11234, - "summary": "This section details the risks associated with long manufacturing lead times, uncertain supply availability, and inaccurate demand forecasting. It explains how these factors can lead to mismatches between supply and demand, resulting in product shortages or excess inventory that negatively impact financial results. The text outlines specific causes for demand estimation errors, such as changes in technology, government policies, and customer behavior. Furthermore, it discusses the complexities of managing multiple architectures (like the Rubin platform) and the potential for inventory provisions due to low-yielding materials.", - "page_nums": [ - 32, - 33 - ], - "keywords": [ - "NVIDIA", - "GeForce NOW" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 33, - "artifact_ref": "page_citation_assets/page-33.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_45515436-79c6-5201-9644-489855255c7c", - "type": "page", - "content": "We incur significant engineering development resources for new products, and changes to our product roadmap may impact our ability to develop other products\nor adequately manage our supply chain cost. Customers may delay purchasing existing products as we increase the frequency of new products or may not be\nable to adopt our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed concurrent\narchitecture introductions and/or offerings and have sold multiple product architectures at the same time, these efforts are difficult, may impair our ability to\npredict demand and impact our supply mix, and may cause us to incur additional costs.\nDemand estimates for our products, applications, and services can be incorrect, which may create volatility in our revenue or supply levels. We may not be able\nto generate significant revenue from them. Because our products may be used in multiple use cases and applications, it is difficult to estimate with any\nreasonable degree of precision the impact of accelerated computing and AI models on our reported revenue or forecasted demand.\nThe use of our GPUs for new, mercurial, or trendy applications, has impacted, and can impact in the future, demand for our products, including by leading to\ninconsistent spikes and drops in demand. For example, several years ago, our gaming GPUs began to be used for mining digital currencies, such as Ethereum.\nIt is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of\ncryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes in\ncryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in the method of verifying blockchain\ntransactions, has impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact our ability to estimate\ndemand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 merge in 2022, have reduced and\nmay in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased aftermarket sales of our GPUs,\nwhich could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or previously sold products may\nbe resold online or on the unauthorized “gray market,” which also makes demand forecasting difficult. Gray market products and reseller marketplaces compete\nwith our new products and distribution channels. Our inability to accurately predict our demand that arises from new use cases may create volatility in our\nrevenue.\nWe are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement;\ntaxes; import and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls\nand cash repatriation restrictions; foreign ownership and investment; data privacy requirements; competition and antitrust; investing; advertising; employment;\nproduct regulations; cybersecurity; environmental, health, and safety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws.\nCompliance with such requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations\nand ability to manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate\napplicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines,\ncriminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws,\nrules and regulations to which we are subject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs,\nand/or further restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance\ncosts as a result of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity\nvulnerabilities and risks. Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European\nUnion, the United States, the United Kingdom, South Korea, Japan, and China. For example, the French Competition Authority collected information from us\nregarding our business and competition in the graphics card and CSP market as part of an ongoing inquiry into competition in those markets. We have also\nreceived, and continue to receive, broad requests for information from competition regulators in the European Union, the United States, the United Kingdom,\nChina, and South Korea regarding our sales of GPUs and other NVIDIA products, our efforts to allocate supply, foundation models and our investments,\npartnerships and other agreements with companies developing foundation models, the markets in which we compete and our competition, our strategies,\nroadmaps, and efforts to develop, market, and sell hardware, software, and system solutions, and our agreements with customers, suppliers, and partners. We\nexpect to receive additional requests for information in the future. Such requests have been and are likely to be expensive and burdensome and could negatively\nimpact our business and our relationships with customers, suppliers, and partners.\nGovernments and regulators are also considering, and in certain cases, have imposed restrictions on the hardware, software, and systems used to develop\nfrontier foundation models and generative AI. For example, the EU AI Act became effective on August 1, 2024 and will be fully applicable after a two-year\ntransitional period. The EU AI Act may impact our ability to train, deploy, or release AI models in the EU. Several states are considering enacting or have already\nenacted regulations concerning AI technologies, with new state laws that took effect on January 1, 2026, which may impact our ability to train, deploy, or release\nAI models, and increase our compliance costs. Restrictions under these and any other regulations, if implemented, could increase the costs and burdens to us\nand our customers, delay or halt deployment of\n34\n\nnew systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to\nlaws or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties\nor tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the\ntiming of our shipments. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively\nimpact our business and results of operations.\nGovernment actions, including trade protection and national and economic security policies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sanctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.\nFor example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future.\nThe increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings.\nConcerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and could in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our business and financial results.\nSuch restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies.\nAs geopolitical tensions have increased, semiconductors associated with AI, including GPUs and related products, are increasingly the focus of export control\nrestrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral worldwide controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, and could negatively impact our manufacturing, testing and\nwarehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our\nbusiness, revenue and financial results. Export controls and other restrictions targeting GPUs and semiconductors associated with AI, which have been imposed\nand are likely to be more restrictive, would further limit our ability to export our technology, products, or services, creating a competitive disadvantage for us and\nnegatively impacting our business and financial results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in the\nfuture subject downstream users of our products to restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and\nfinancial results. Controls could negatively impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or\nability for our CSPs and customers to provide services to their end customers, even outside China.\nExport controls have and could in the future disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in\nmarkets outside China and for our non-data center products. The possibility of additional export controls has negatively impacted and may in the future\nnegatively impact demand for our products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the\nexport control rules are likely to impose compliance burdens on our business and our customers, negatively and materially impacting our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financial results. Reduced demand due to export controls has and could in the future lead to excess inventory or cause us to incur related\nsupply charges. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our\nresearch and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to\nserve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide\nour products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have\n35\n\ninquired about our sales and efforts to supply the China market and our fulfillment of the commitments we entered into at the close of our Mellanox acquisition.\nOn September 15, 2025, China’s antitrust regulators published their preliminary finding that our compliance with applicable U.S. export controls, which required\nus to offer degraded products to the Chinese market, discriminated unfairly against customers in the China market and therefore violated the terms of China’s\napproval of our Mellanox acquisition. If regulators conclude that we have failed to fulfill the terms of our Mellanox acquisition or we have violated any applicable\nlaw in China, we could be subject to financial penalties, restrictions on our ability to conduct our business, restrictions or other orders regarding our networking\nbusiness, products, and services, or otherwise impact our operations in China, any of which could have a material and adverse impact on our business,\noperating results and financial condition.\nWe continue to be subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States.\nIn August 2022, the USG announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries.\nThese restrictions impacted exports of certain chips, as well as software, hardware, equipment and technology used to develop, produce and manufacture\ncertain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems\nor boards which incorporate A100 or H100 integrated circuits.\nIn July 2023, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other\nregions, including some countries in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements for exports to China and Country Groups D:1, D:4, and D:5 (including but not\nlimited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including, but\nnot limited to, the A100, A800, H100, H800, L4, L40, L40S RTX 4090, GB200 NVL72, and B200. The licensing requirements also apply to the export of products\nexceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China.\nIn April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies\nheadquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect\nbandwidth, or combination thereof. As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20\nfor excess inventory and purchase obligations, as the demand for H20 products diminished.\nBeginning in August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers. USG officials\nexpressed an expectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the USG did not publish a\nregulation codifying such requirement.\nBeginning in February 2026, the USG granted licenses that would allow us to ship small amounts of H200 products to specific China-based customers. To date,\nwe have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China. The license\nrequires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped under the\nnew licensing program will be subject to a 25% tariff upon importation into the United States.\nIn the event that we are able to sell licensed products into the China market, we may not be able to pass along all or any of the tariff to our customers, and may\nbe subject to litigation, increased costs, and a harmed competitive position.\nThe export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance\ndensity” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip. Under the current rules and geopolitical landscape, we are unable\nto create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government. As of the end\nof the first quarter of fiscal year 2027, while we were able to ship uncontrolled products to China, such as gaming and workstation GPUs, we were effectively\nforeclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market helped our competitors build\nlarger developer and customer ecosystems to challenge us worldwide. Unless we are able to return with a data center system that meets the approval of both\nthe USG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and adverse impact on our business, operating\nresults, and financial condition.\nIn addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls impacting our products, and may impose\nadditional controls in the future.\nIn January 2025, the USG published the AI Diffusion IFR in the Federal Register. The IFR would have imposed a worldwide licensing requirement on our data\ncenter products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have divided the world into three tiers, relegating most countries to “Tier 2”\nstatus, and would have created a complex and burdensome scheme for licensing approvals.\n36\n\nIn May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, timing, and requirements of the\nforthcoming rule remain uncertain. The replacement rule may impose new restrictions on our products or operations and/or add license requirements that could\nhave a material impact on our business, operating results, and financial condition. For example, in October 2025, the Senate passed the GAIN AI Act in the\nNational Defense Authorization Act. The GAIN AI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules and\ncould also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump Administration. Congress is also\nconsidering legislation such as the Remote Access Security Act, or RASA, which could prohibit the provision of cloud services to any company with an ultimate\nparent headquartered in China. If enacted, RASA could impose new restrictions on cloud service providers and OEMs, and could have a material impact on our\nbusiness, operating results, and financial condition.\nOur competitive position has been harmed by export controls, and our competitive position and future results will be further harmed, over the long term, if the\nrestrictions remain in place or are expanded in geographic, customer, or product scope, if customers purchase product from competitors, if customers develop\ntheir own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely\nmanner or denies licenses to significant customers or if we incur significant transition costs. The licensing process may not be resolved before significant\nbusiness opportunities evaporate. Even if the USG grants any requested licenses, the licenses have already and may in the future be temporary, impose\nburdensome conditions regarding the installation, maintenance, and use of such products, or include financial or economic requirements that we or our\ncustomers or end users cannot or choose not to fulfill. The licensing requirements have already and may in the future benefit certain of our competitors, as the\nlicensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China, the\nMiddle East, and other regions to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements.\nFor example, the USG already imposed license conditions that limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, such as\nimposing license conditions on the use of products to be exported to certain countries, and may impose additional conditions such as requiring chip tracking and\nthrottling mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. Such\ngovernment mandates in chip designs could introduce system vulnerabilities and expose us to significant risk and potential liability, negatively impact demand for\nour products, and could have a material impact on our business, operating results, and financial condition. Even if not enacted into binding legislation, draft bills\nhave impacted and may in the future negatively impact our business. For example, following U.S. legislative proposals calling for mandatory features in our\nchips, China’s government publicly questioned whether our H20 products have built-in vulnerabilities, discouraging customers from purchasing our products. We\nprovided a public response explaining that our GPUs, including H20, do not include such built-in vulnerabilities, and will respond to any follow-up questions we\nreceive.\nOpen-source foundation models are rapidly growing in popularity with developers worldwide. The demand for open-source foundation models and applications\npromotes use of our products worldwide. Any regulatory control or other restriction that limits our ability to provide products and services that support third-party\napplications and models, including applications built on foundation models originating in China such as DeepSeek, Qwen, or KIMMI, could have a material\nimpact on our business, operating results, and financial condition.\nThe USG already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may\ndisrupt a significant portion of our supply and distribution chain and negatively impact sales of such products to markets outside China, including the U.S. and\nEurope. For example, the French Competition Authority (FCA) is questioning whether gaming GPUs and data center GPUs are separate product categories, an\ninquiry that may impact the export controls applicable to gaming products sold in France and Europe. In addition, as the performance of the gaming GPUs\nincreases over time, export controls may have a greater impact on our ability to compete in markets subject to those controls. Export controls may disrupt our\nsupply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong.\nExport controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in servers containing our\nGPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of downstream\nparties to create large clusters for frontier model training.\nExport controls have and are likely in the future to have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that\nsell chips that are outside the scope of such control. Export controls have already and may in the future encourage customers outside China and other impacted\nregions to “design-out” certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve\n37", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1A. Risk Factors/We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.", - "metadata": { - "length": 26118, - "summary": "This page details significant business risks related to product development, demand volatility driven by cryptocurrency mining (specifically Ethereum), and complex regulatory compliance. It discusses the impact of new use cases on revenue forecasting and outlines legal challenges involving antitrust investigations in various global jurisdictions. The text also highlights specific regulations like the EU AI Act and their potential effect on the company's operations. This page details the risks associated with government actions, trade protection policies, and export controls impacting the company's business. It highlights specific examples such as economic sanctions related to the war in Ukraine that halted sales in Russia and Belarus, and increased regulatory focus on AI technologies. The text discusses restrictions on semiconductors like GPUs, potential supply chain disruptions, and the impact of export controls on demand and inventory. This page details the impact of shifting U.S. export control restrictions on the company's ability to sell products in China and other international markets. It outlines a timeline of regulatory actions by the USG (United States Government) from August 2022 through January 2025, specifically targeting semiconductor and supercomputing industries. The text highlights specific product impacts (such as A100, H100, H20, and H200 chips), financial consequences including a $4.5 billion charge for excess inventory, and the competitive disadvantage faced due to an inability to offer compliant products to the Chinese data center market. This page details the risks associated with U.S. government export controls and legislative changes affecting the company's business, particularly regarding AI diffusion rules and GPU sales. It discusses potential impacts from the GAIN AI Act, RASA legislation, and restrictions on cloud services or products sold to China. The text also highlights competitive disadvantages caused by these regulations, specific concerns over H20 product vulnerabilities, and the impact of open-source foundation models like DeepSeek and Qwen.", - "page_nums": [ - 34, - 35, - 36, - 37 - ], - "keywords": [ - "Ethereum", - "Foreign Corrupt Practices Act", - "European Union", - "United States", - "United Kingdom", - "South Korea", - "Japan", - "China", - "French Competition Authority", - "NVIDIA", - "EU AI Act", - "U.S.", - "Russia", - "Belarus", - "Ukraine", - "EMEA", - "Mellanox", - "USG", - "Hong Kong", - "Macau", - "Middle East", - "Saudi Arabia", - "United Arab Emirates", - "Vietnam", - "Israel", - "Federal Register", - "Trump Administration", - "Biden Administration", - "Senate", - "Congress", - "Europe", - "France", - "FCA", - "DeepSeek", - "Qwen", - "KIMMI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 34, - "artifact_ref": "page_citation_assets/page-34.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 35, - "artifact_ref": "page_citation_assets/page-35.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 36, - "artifact_ref": "page_citation_assets/page-36.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 37, - "artifact_ref": "page_citation_assets/page-37.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_b36fd750-bac1-5224-9495-50c19ffa920f", - "type": "page", - "content": "markets worldwide. Export controls have already encouraged and may in the future encourage overseas governments to request that our customers purchase\nfrom our competitors rather than NVIDIA or other U.S. firms, harming our business, market position, and financial results.\nAs a result, export controls have in the past and may in the future negatively impact demand for our products and services not only in China, but also in other\nmarkets, such as Europe, Latin America, and Southeast Asia. Export controls increase the risk of investing in U.S. advanced semiconductor products, because\nby the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale, resulting in excess inventory and purchase\nobligations as we recently experienced with the H20. At the same time, such controls may increase investment in foreign competitors, which would be less likely\nto be restricted by U.S. controls.\nThe increasingly complex export controls impose complex and burdensome compliance obligations on our partners, suppliers, and customers. We have\nprovided and will continue to provide assistance to authorities regarding attempted diversion, but as we do not have physical control of our products after sale,\nwe must also rely on the compliance programs of our customers and partners. While we seek to strictly comply with all applicable export control regulators,\nreports of diversion of controlled products, even when unsubstantiated and untrue, or any compliance failure at a customer or partner, may negatively impact our\nbusiness, relationships with partners and customers, and our reputation. Incorrect allegations that our compliance efforts satisfy the letter but not the “spirit” of\nthe applicable regulations, as well as incorrect allegations that legitimate and appropriate business is using supposed “loopholes” in the export controls may\nnegatively impact our business, relationships with partners and customers, and our reputation.\nIn addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in\nwhole or in part in China. For example, the USG adopted “Connected Vehicle” restrictions on the import and sale of certain automotive products in the United\nStates, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers. The USG is also\nconsidering restrictions that would limit our ability to support third-party applications and models built on open-source foundation models originating in China.\nSuch restrictions, if implemented, would favor our foreign competitors and negatively impact our business.\nAdditionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Edge\nComputing revenue, and even if we are able to participate in the China data center compute market, increased oversight of digital platform companies may\nadversely affect our Data Center revenue. The Chinese government has encouraged customers to purchase from our China-based competitors and discouraged\ncustomers from purchasing, importing, or using our data center products, including any China-specific product designed to comply with U.S. export controls. As\nanother example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt\nand per memory bandwidth of accelerators used in new and renovated data centers in China. Although we are already effectively foreclosed from the China\nmarket by U.S. export controls, if those controls changed to allow us to return to the market, the Chinese government could modify or implement the Action Plan\nin a way that effectively prevents us from being able to design products to meet the new standard, which may restrict the ability of customers to use some of our\ndata center products and may have a material and adverse impact on our business, operating results and financial condition. Further restrictions on our products\nor the products of our suppliers could negatively impact our business and financial results.\nFinally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan and South Korea. Any new\nrestrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan and South Korea, would negatively impact our\nbusiness and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nWe repurchased 108 million shares of our common stock for $20.2 billion during the first quarter of fiscal year 2027. As of April 26, 2026, we were authorized,\nsubject to certain specifications, to repurchase up to $38.5 billion of our common stock.\nOn May 18, 2026, our Board of Directors approved an additional $80.0 billion in share repurchase authorization, without expiration.\nWe paid cash dividends to our shareholders of $243 million during the first quarter of fiscal year 2027. On May 18, 2026, we increased our quarterly cash\ndividend from $0.01 per share to $0.25 per share to all shareholders of record on June 4, 2026. Our quarterly cash dividend will be paid on June 26, 2026.\nThe payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our\nshareholders.\n38", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Unregistered Sales of Equity Securities and Use of Proceeds", - "metadata": { - "length": 5547, - "summary": "The page details risks related to export controls and geopolitical restrictions affecting the company's business, specifically mentioning impacts in China, Europe, Latin America, and Southeast Asia. It discusses compliance obligations, potential market loss due to US government restrictions on Chinese technology, and reliance on supply chains in Taiwan and South Korea. The second half of the page outlines financial activities for the first quarter of fiscal year 2027, including share repurchases totaling $20.2 billion and an increase in quarterly cash dividends.", - "page_nums": [ - 38 - ], - "keywords": [ - "NVIDIA", - "U.S.", - "China", - "Europe", - "Latin America", - "Southeast Asia", - "H20", - "USG", - "United States", - "Taiwan", - "South Korea" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 38, - "artifact_ref": "page_citation_assets/page-38.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ad3b28f8-8805-5d5b-aef0-093c099572a6", - "type": "page", - "content": "The following table presents details of our share repurchase transactions during the first quarter of fiscal year 2027:\nPeriod\nTotal Number\nof Shares\nPurchased\n(In millions)\nAverage Price Paid\nper Share (1)\nTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)\nApproximate Dollar Value\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nJanuary 26, 2026 - February 22, 2026\n8.2 \n$\n186.35 \n8.2 \n$\n57.0 \nFebruary 23, 2026 - March 22, 2026\n9.0 \n$\n183.38 \n9.0 \n$\n55.4 \nMarch 23, 2026 - April 26, 2026\n91.1 \n$\n184.98 \n91.1 \n$\n38.5 \nTotal\n108.3 \n108.3 \n(1)    Average price paid per share includes broker commissions but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.\nWe may execute repurchases from time to time, subject to market conditions, operating requirements and other investment opportunities, in the open market, in\nprivately-negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the\nExchange Act. Our share repurchase program may be suspended at any time at our discretion.\nEmployee Equity Incentive Program Share Withholding\nWe withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of awards under our employee equity\nincentive program. During the first quarter of fiscal year 2027, we withheld approximately 12 million shares, for a total value of $2.1 billion through net share\nsettlements.\nRecent Sales of Unregistered Securities and Use of Proceeds\nOn February 17, 2026, we acquired a company and issued to a key employee a total of 37,890 shares of our common stock, valued at approximately $7 million\nbased on our closing stock price on the issuance date.\nOn April 10, 2026, we acquired a company and issued to key employees a total of 72,972 shares of our common stock, valued at approximately $14 million\nbased on our closing stock price on the issuance date.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Section 4(a)(2) of the\nSecurities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nThe following members of our Board of Directors and/or officers adopted, modified, or terminated a trading arrangement that is intended to satisfy the affirmative\ndefense conditions of Rule 10b5-1(c), or a Rule 10b5-1 Trading Arrangement:\nName\nTitle of Director or\nOfficer\nAction\nDate\nTotal Shares of\nCommon Stock to be\nSold\nExpiration Date\nTench Coxe\nDirector\nAdoption\n3/19/2026\n8,000,000*\n10/30/2027\nColette M. Kress\nExecutive Vice President\nand Chief Financial\nOfficer\nTermination\n4/10/2026\n500,000**\nN/A\n* The Rule 10b5-1 Trading Arrangement is solely for gifts to charitable donor-advised funds.\n** The Rule 10b5-1 Trading Arrangement was adopted on December 18, 2025, for sales through March 23, 2027. No shares were sold under the Rule 10b5-1\nTrading Arrangement prior to termination.\n39", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 5. Other Information", - "metadata": { - "length": 3114, - "summary": "This page details share repurchase transactions for the first quarter of fiscal year 2027, presenting a table with periods, total shares purchased (108.3 million), average price paid per share ($184.98), and remaining dollar value under the program ($38.5 billion). It also covers Employee Equity Incentive Program Share Withholding (approx. 12 million shares withheld) and Recent Sales of Unregistered Securities involving acquisitions on February 17 and April 10, 2026. Finally, it lists trading arrangements adopted or terminated by Board members Tench Coxe and Colette M. Kress.", - "page_nums": [ - 39 - ], - "keywords": [ - "Tench Coxe", - "Colette M. Kress" - ], - "connect_to": [ - { - "target": "asset_2c2b484e-361f-56c7-bc38-48b48366ee7d", - "relation": "embeds", - "ref": "[tables/table_page_39_1.html]" - }, - { - "target": "asset_8b5441e9-b6bf-5258-b0b5-852a6b1c97bd", - "relation": "embeds", - "ref": "[tables/table_page_39_2.html]" - } - ], - "page_assets": [ - { - "page_num": 39, - "artifact_ref": "page_citation_assets/page-39.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_17f26933-687b-5307-bbbc-cc096b51bb1e", - "type": "page", - "content": "Item 6. Exhibits\nIncorporated by Reference\nExhibit No.\n Exhibit Description\nSchedule/Form\nExhibit\nFiling Date\n10.1+\nVariable Compensation Plan - Fiscal Year 2027\n8-K\n10.1\n3/6/2026\n31.1*\nCertification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2*\nCertification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n32.1#*\nCertification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#*\nCertification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*\nInline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XBRL document.\n101.SCH*\nInline XBRL Taxonomy Extension Schema Document\n101.CAL*\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF*\nInline XBRL Taxonomy Extension Definition Linkbase Document\n101.LAB*\nInline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE*\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n104\nCover Page Interactive Data File - the cover page interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# 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\nOver Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot 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\nincorporates it by reference.\nCopies of the above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.\n40\n\nSignature\nPursuant 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\nthereunto duly authorized.\nDate: May 20, 2026\n \nNVIDIA Corporation \nBy:    /s/ Colette M. Kress\n \nColette M. Kress\n \nExecutive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal\nFinancial Officer)\n41", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 6. Exhibits", - "metadata": { - "length": 2681, - "summary": "The section titled 'Item 6. Exhibits' lists the documents filed with or incorporated by reference into the report. The table includes a Variable Compensation Plan for Fiscal Year 2027, certifications of the Chief Executive and Chief Financial Officers under Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, and various Inline XBRL taxonomy extension documents. It also provides instructions for obtaining copies of exhibits not contained in the document.", - "page_nums": [ - 40, - 41 - ], - "keywords": [ - "NVIDIA Corporation", - "Colette M. Kress" - ], - "connect_to": [ - { - "target": "asset_6ed5b81b-3c70-5aa6-8e9b-44815750afa8", - "relation": "embeds", - "ref": "[tables/table_page_40_1.html]" - } - ], - "page_assets": [ - { - "page_num": 40, - "artifact_ref": "page_citation_assets/page-40.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 41, - "artifact_ref": "page_citation_assets/page-41.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_667d41c8-667d-58d1-a6d9-028c8b2ad247", - "type": "page", - "content": "EXHIBIT 31.1\nCERTIFICATION\nI, Jen-Hsun Huang, certify that:\n1.  I have reviewed this Quarterly Report on Form 10-Q of NVIDIA Corporation;\n2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to\nmake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period\ncovered by this report;\n3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects\nthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;\n4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as\ndefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-\n15(f) and 15d-15(f)) for the registrant and have:  \n(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,\nto ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those\nentities, particularly during the period in which this report is being prepared;\n(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting principles;\n(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the\neffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and\n(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent\nfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially\naffect, the registrant’s internal control over financial reporting; and\n5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,\nto the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  \n(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably\nlikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and\n(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal\ncontrol over financial reporting.\nDate: May 20, 2026\n/s/JEN-HSUN HUANG\nJen-Hsun Huang        \nPresident and Chief Executive Officer\n\nEXHIBIT 31.2\nCERTIFICATION\nI, Colette M. Kress, certify that:\n1.  I have reviewed this Quarterly Report on Form 10-Q of NVIDIA Corporation;\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to\nmake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period\ncovered by this report;\n3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects\nthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;\n4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as\ndefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-\n15(f) and 15d-15(f)) for the registrant and have:  \n(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,\nto ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those\nentities, particularly during the period in which this report is being prepared;\n(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting principles;\n(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the\neffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and\n(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent\nfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially\naffect, the registrant’s internal control over financial reporting; and\n5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,\nto the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):\n(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably\nlikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and\n(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal\ncontrol over financial reporting.\nDate: May 20, 2026\n/s/ COLETTE M. KRESS\nColette M. Kress\nExecutive Vice President and Chief Financial Officer\n\nEXHIBIT 32.1\nCERTIFICATION\nPursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section\n1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jen-Hsun Huang, the President and Chief Executive Officer of\nNVIDIA Corporation (the “Company”), hereby certifies that, to the best of his knowledge:\n1.  The Company’s Quarterly Report on Form 10-Q for the period ended April 26, 2026, to which this Certification is attached as Exhibit 32.1 (the\n“Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and\n2.  The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of\nthe period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.\nDate: May 20, 2026\n/s/JEN-HSUN HUANG\nJen-Hsun Huang    \nPresident and Chief Executive Officer\nA signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be\nretained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.\n \nThis certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to\nbe incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made\nbefore or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.\n\nEXHIBIT 32.2\nCERTIFICATION\nPursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section\n1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Colette M. Kress, the Executive Vice President and Chief Financial\nOfficer of NVIDIA Corporation (the “Company”), hereby certifies that, to the best of her knowledge:\n1. The Company’s Quarterly Report on Form 10-Q for the period ended April 26, 2026, to which this Certification is attached as Exhibit 32.2 (the\n“Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and\n2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of\nthe period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.\nDate: May 20, 2026\n/s/ COLETTE M. KRESS\nColette M. Kress\nExecutive Vice President and Chief Financial Officer\n           \n  \nA signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be\nretained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.\n \nThis certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to\nbe incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made\nbefore or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.", - "path": "NVIDIA Q1 FY27 Results.pdf/Signature/CERTIFICATION", - "metadata": { - "length": 10035, - "summary": "This section contains four certification documents (Exhibits 31.1, 31.2, 32.1, and 32.2) for NVIDIA Corporation's Quarterly Report on Form 10-Q for the period ended April 26, 2026. 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It distinguishes between contracts designated as accounting hedges and those that are not, explaining how gains or losses are recorded for each category. A table presents the notional value of these outstanding contracts in millions of dollars as of April 26, 2026, and January 25, 2026. The text also notes that fair values were not significant and that all contracts mature within 18 months.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Facility Lease Guarantee", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 8 - Derivative Financial Instruments/Facility Lease Guarantee", - "level": 4, - "summary": "This section details agreements entered into during fiscal year 2026 to guarantee partners' facility lease obligations in exchange for warrants. It specifies a maximum gross exposure of $3.5 billion, which is reduced as partners make payments over terms of 5 to 7 years. 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The section also provides text stating that the estimated fair value of debt was $7.4 billion and $7.5 billion for the respective dates, describes the notes as unsecured senior obligations, mentions compliance with non-financial covenants, and notes a commercial paper program capacity of $25.0 billion with no outstanding amounts.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 10 - Commitments and Contingencies", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies", - "level": 3, - "summary": "This section details the company's commitments as of April 26, 2026. It outlines manufacturing, supply, and capacity commitments totaling $119 billion, with payments scheduled through fiscal year 2031. Additionally, it reports multi-year cloud service agreement commitments of $30 billion to support research and development efforts, and other vendor commitments of $6 billion.", - "chunk_count": 4, - "children": [ - { - "title": "Accrual for Product Warranty Liabilities", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accrual for Product Warranty Liabilities", - "level": 4, - "summary": "The section details the estimated product warranty liabilities for NVIDIA as of April 26, 2026 ($2.9 billion) and January 25, 2026 ($2.8 billion). It includes a table showing the activity for the three months ended on these dates, covering balances at the beginning and end of the period, additions, and utilization. The text notes that additions primarily related to the Compute & Networking segment and mentions indemnities provided for tax, product, and employee liabilities.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Litigation", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Litigation", - "level": 4, - "summary": "This page from NVIDIA Corporation's financial statements details the accrual for product warranty liabilities, presenting a table of activity for the three months ended April 26, 2026, and April 27, 2025. It also outlines ongoing litigation, specifically securities class action and derivative lawsuits filed against the company regarding channel inventory and cryptocurrency mining impacts.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Accounting for Loss Contingencies", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 10 - Commitments and Contingencies/Accounting for Loss Contingencies", - "level": 4, - "summary": "The section 'Accounting for Loss Contingencies' states that as of April 26, 2026, the company has not accrued any contingent liabilities related to the legal proceedings described in the preceding text. The company believes that while liabilities are reasonably possible, they are not probable, and any potential loss cannot be reasonably estimated at this time. Additionally, the company notes that other ongoing legal actions, regulatory inquiries, and investigations could have a material adverse effect on operating results or financial position if the ultimate outcome is unfavorable.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Note 11 - Income Taxes", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 11 - Income Taxes", - "level": 3, - "summary": "Note 11 details the income tax expense for the first quarter of fiscal years 2027 ($11.6 billion) and 2026 ($3.1 billion), along with effective tax rates of 16.6% and 14.3%, respectively. The section explains that the increase in the effective tax rate was due to a lower percentage of tax benefits from stock-based compensation. It also notes that effective rates were lower than the U.S. federal statutory rate of 21% due to foreign-derived deduction eligible income, lower jurisdictional taxes, and research tax credits. Additionally, it mentions that the company is currently under examination by the Internal Revenue Service for fiscal years 2023 and 2024.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 12 - Shareholders' Equity", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 12 - Shareholders' Equity", - "level": 3, - "summary": "This section details the Capital Return Program under Shareholders' Equity. It reports that NVIDIA repurchased 108 million shares for $20.2 billion in Q1 fiscal 2027 and 126 million shares for $14.5 billion in Q1 fiscal 2026. As of April 26, 2026, the company was authorized to repurchase up to $38.5 billion of common stock. Additionally, on May 18, 2026, the Board of Directors approved an additional $80.0 billion in share repurchase authorization without expiration.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Note 13 - Segment Information", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 13 - Segment Information", - "level": 3, - "summary": "This section details NVIDIA's segment information, defining the 'Compute & Networking' and 'Graphics' operating segments. It includes a table presenting revenue, other segment items, and operating income for these segments for the three months ended April 26, 2026, and April 27, 2025. Additionally, it provides a reconciliation of segment operating income to consolidated income before income tax and breaks down geographic revenue based on customer headquarters location by region (United States, Taiwan, China, Other).", - "chunk_count": 2, - "children": [] - }, - { - "title": "Note 14 - Leases", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 1. Financial Statements (Unaudited)/f) Notes to Condensed Consolidated Financial Statements/Note 14 - Leases", - "level": 3, - "summary": "This section details NVIDIA's lease obligations, primarily operating leases for data centers and offices. It presents a table of future minimum lease payments from fiscal year 2027 through 2032 and beyond, along with the present value of these net future minimum lease payments. The text also outlines expected new lease obligations totaling $32.4 billion between fiscal years 2027 and 2033, reports operating lease costs for the first quarters of fiscal years 2027 and 2026, and provides supplemental cash flow information related to operating leases.", - "chunk_count": 2, - "children": [] - } - ] - } - ] - }, - { - "title": "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. 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The text also notes significant revenue from a limited number of indirect customers, including one AI research company contributing meaningfully in Q1 FY2027. Additionally, it states that revenue from customers headquartered outside the United States represented 22% of total revenue in Q1 FY2027 and 42% in Q1 FY2026.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Gross Profit and Gross Margin", - "path": "NVIDIA Q1 FY27 Results.pdf/Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations/Results of Operations/Gross Profit and Gross Margin", - "level": 3, - "summary": "The section titled 'Gross Profit and Gross Margin' defines gross profit as total net revenue less cost of revenue, detailing that costs include semiconductors, assembly, labor, inventory provisions, and stock-based compensation. 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It discusses the impact of new use cases on revenue forecasting and outlines legal challenges involving antitrust investigations in various global jurisdictions. The text also highlights specific regulations like the EU AI Act and their potential effect on the company's operations. This page details the risks associated with government actions, trade protection policies, and export controls impacting the company's business. It highlights specific examples such as economic sanctions related to the war in Ukraine that halted sales in Russia and Belarus, and increased regulatory focus on AI technologies. The text discusses restrictions on semiconductors like GPUs, potential supply chain disruptions, and the impact of export controls on demand and inventory. This page details the impact of shifting U.S. export control restrictions on the company's ability to sell products in China and other international markets. It outlines a timeline of regulatory actions by the USG (United States Government) from August 2022 through January 2025, specifically targeting semiconductor and supercomputing industries. The text highlights specific product impacts (such as A100, H100, H20, and H200 chips), financial consequences including a $4.5 billion charge for excess inventory, and the competitive disadvantage faced due to an inability to offer compliant products to the Chinese data center market. This page details the risks associated with U.S. government export controls and legislative changes affecting the company's business, particularly regarding AI diffusion rules and GPU sales. It discusses potential impacts from the GAIN AI Act, RASA legislation, and restrictions on cloud services or products sold to China. 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Apr 26, 2026Jan 25, 2026
GrossGross
CarryingAccumulatedNet CarryingCarryingAccumulatedNet Carrying
AmountAmortizationAmountAmountAmortizationAmount
(In millions)
Acquisition-related intangible assets$5,658$(2,759)$2,899$ 5,656$(2,580)$3,076
Patents and licensed technology525(304)221528(298)230
Total intangible assets$6,183$(3,063)$3,120$ 6,184$(2,878)$3,306
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Future Amortization Expense
(In millions)
Fiscal Year:
2027 (excluding the first quarter of fiscal year 2027)$689.0
2028754.0
2029610.0
2030516.0
2031468.0
2032 and thereafter83.0
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Apr 26, 2026
Reported as
Cost orMarketable
PricingAmortizedUnrealizedUnrealizedEstimatedCashMarketableEquityOther
CategoryCostGainLossFair ValueEquivalentsDebt SecuritiesSecuritiesAssets
(In millions)
Debt securities issued
by the U.S. TreasuryLevel 2$21,883$43$(8)$ 21,918$470$ 21,448 $—$—
Corporate debt
securitiesLevel 215,09248(8)15,1321,53313,599——
Debt securities issued
by U.S. government
agenciesLevel 22,0092(1)2,010—2,010——
Certificates of depositLevel 2132——132132———
Foreign government
bondsLevel 2401—41—41——
Money market fundsLevel 110,212——10,21210,212———
Publicly-held equity
securities (1) (2)Level 129,887——21,0238,864
Publicly-held equity
securities (1) (3)Level 29,214——9,214—
Total$49,368$94$(17)$ 88,546$12,347$ 37,098 $30,237$8,864
Level 2$21,635 $77$(3)$21,709$—$ 21,709 $—$—
Level 215,41092(3)15,49934515,154——
Level 22,1574—2,161—2,161——
Level 2110——110110———
Level 2401—41—41——
Level 17,830——7,8307,830———
Level 117,726——12,8864,840
$47,182 $174$(6)$65,076$8,285$ 39,065 $12,886$4,840
uary 25, 2026 included $10.5 billion of investments that are subject to short-term lock-up restrictions on the ability to sell.
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Apr 26, 2026Jan 25, 2026
Less than 12 monthsLess than 12 months
Estimated Fair Gross Unrealized Estimated FairGross Unrealized
Value LossValue Loss
(In millions)
Debt securities issued by the U.S. Treasury$ 12,238 $ (8) $10,666 $ (3)
Corporate debt securities2,658 (8)1,332 (3)
Debt securities issued by U.S. government agencies1,291 (1)1,134 —
Total$ 16,187 $ (17) $13,132 $ (6)
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(In millions)
Less than one year$24,307
Due in 1 - 5 years14,926
Total$39,233
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Balance at beginning of period$22,251 $3,387
Adjustments related to non-marketable equity securities:
Net additions17,899649
Unrealized gains (1)2,60363
Reclassification (2)(389)(843)
Impairments and unrealized losses(28)(16)
Balance at end of period$42,336 $3,240
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Apr 26, 2026Jan 25, 2026
Inventories:(In millions)
Raw materials$6,647$3,807
Work in process9,9498,822
Finished goods9,2018,774
Total inventories (1)$25,797$21,403
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Apr 26, 2026Jan 25, 2026
Accrued and Other Current Liabilities:(In millions)
Taxes payable$10,638$2,669
Customer program accruals4,1825,318
Accrued purchase consideration (1)3,9573,921
Excess inventory purchase obligations (2)3,1212,739
Product warranty2,9482,807
Deferred revenue (3)1,7141,379
Accrued payroll and related expenses1,0331,146
Other2,1941,373
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Apr 26, 2026Jan 25, 2026
Other Long-Term Liabilities:(In millions)
Income tax payable (1)$4,830 $3,958
Deferred income tax1,7981,774
Deferred revenue (2)1,4031,193
Other737381
Total other long-term liabilities$8,768 $7,306
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The following table shows the changes in short- and long-term deferred revenue during the first quarter of fiscal years 2027 and 2026:
Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Balance at beginning of period $ 2,572 $ 1,813
Deferred revenue additions (1) 2,530 6,493
Revenue recognized (2) (1,985) (6,228)
Balance at end of period $ 3,117 $ 2,078
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Apr 26, 2026Jan 25, 2026
(In millions)
Designated as accounting hedges$2,114 $1,765
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Expected
Remaining TermEffective
(years)Interest RateApr 26, 2026 Jan 25, 2026
(In millions)
3.20% Notes Due 20260.43.31%$1,000 $1,000
1.55% Notes Due 20282.11.64%1,2501,250
2.85% Notes Due 20303.92.93%1,5001,500
2.00% Notes Due 20315.12.09%1,2501,250
3.50% Notes Due 204013.93.54%1,0001,000
3.50% Notes Due 205023.93.54%2,0002,000
3.70% Notes Due 206034.03.73%500500
Unamortized debt discount and issuance costs(30)(32
Net carrying amount$8,470 $8,468
Less short-term portion(1,000)(999
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Balance at beginning of period$2,807 $1,290
Additions330870
Utilization(189)(80
Balance at end of period$2,948 $2,080
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Compute &
NetworkingGraphicsTotal
(In millions)
Three Months Ended Apr 26, 2026
Revenue$74,550$7,065$81,615
Other segment items (1)21,2154,12425,339
Operating income$53,335$2,941$56,276
Three Months Ended Apr 27, 2025
Revenue$39,589$4,473$44,062
Other segment items (1)17,5352,83320,368
Operating income$22,054$1,640$23,694
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Segment operating income$56,276 $ 23,694
Stock-based compensation expense(1,928) (1,474)
Unallocated operating expenses(565) (419)
Acquisition-related and other costs(247) (163)
Interest income540 515
Interest expense(102) (63)
Other income (expense), net15,929 (180)
Consolidated income before income tax$69,903 $ 21,910
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Geographic Revenue based upon Customer Headquarters Location:
United States$63,769 $ 25,685
Taiwan12,006 7,648
China (including Hong Kong)4,550 9,659
Other1,290 1,070
Total revenue$81,615 $ 44,062
Revenue by Market Platform
Data Center$75,246 $ 39,112
Hyperscale37,869 17,599
AI Clouds, Industrial, & Enterprise37,377 21,513
Edge Computing6,369 4,950
Total revenue$81,615 $ 44,062
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Operating Lease Obligations
(In millions)
Fiscal Year:
2027 (excluding the first quarter of fiscal 2027)$ 460
2028626
2029602
2030530
2031462
2032 and thereafter2,924
Total5,604
Less imputed interest1,260
Present value of net future minimum lease payments4,344
Less short-term operating lease liabilities466
Long-term operating lease liabilities$ 3,878
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Supplemental cash flows information
Operating cash flow used for operating leases$185 $96.0
Operating lease assets obtained in exchange for lease obligations$1,516 $98.0
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First Quarter of Fiscal Year 2027 Summary
Three Months Ended
Quarter-over-QuarterYear-over-Year
Apr 26, 2026Jan 25, 2026 Apr 27, 2025ChangeChange
($ in millions, except per share data)
Revenue $81,615$ 68,127 $44,06220 %85 %
Gross margin74.9 %75.0 %60.5 %(0.1) pts14.4 pts
Operating expenses $7,621$ 6,794 $5,03012 %52 %
Operating income $53,536$ 44,299 $21,63821 %147 %
Net income $58,321$ 42,960 $18,77536 %211 %
Net income per diluted share $2.39$ 1.76 $0.7636 %214 %
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Three Months EndedQuarter-over-QuarterYear-over-Year
Apr 26, 2026Jan 25, 2026Apr 27, 2025ChangeChange
($ in millions)
Revenue by Market Platform (1)
Data Center$75,246$ 62,314 $39,11221 %92
Hyperscale37,86933,81417,59912 %115
AI Clouds, Industrial, & Enterprise37,37728,50021,51331 %74
Edge Computing6,3695,8134,95010 %29
Total revenue$81,615$ 68,127 $44,06220 %85
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
Revenue100.0 % 100.0 %
Cost of revenue25.1 39.5
Gross profit74.9 60.5
Operating expenses
Research and development7.7 9.1
Sales, general and administrative1.6 2.4
Total operating expenses9.3 11.5
Operating income65.6 49.0
Interest income0.7 1.2
Interest expense(0.1) (0.1)
Other income (expense), net19.5 (0.4)
Total other income, net20.1 0.7
Income before income tax85.7 49.7
Income tax expense14.2 7.1
Net income71.5 % 42.6 %
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Three Months Ended
Apr 26, 2026Apr 27, 2025 Change $%Change
($ in millions)
Compute & Networking$74,550$39,589 $ 34,96188 %
Graphics7,0654,473 2,59258 %
Total$81,615$44,062 $ 37,55385 %
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Three Months Ended
Apr 26, 2026Apr 27, 2025 Change $%Change
($ in millions)
Compute & Networking$53,335$22,054 $ 31,281142 %
Graphics2,9411,640 1,30179 %
Total$56,276$23,694 $ 32,582138 %
Research and development$6,321$3,989 $ 2,33258 %
Sales, general and administrative1,3001,041 25925 %
Total operating expenses$7,621$5,030 $ 2,59152 %
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Three Months Ended
Apr 26, 2026Apr 27, 2025$Change
($ in millions)
Interest income$540$ 515$25
Interest expense(102)(63)(39)
Other income (expense), net15,929(180)16,109
Total other income, net$16,367$ 272$16,095
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Apr 26, 2026Jan 25, 2026
(In millions)
Cash and cash equivalents$13,237$10,605
Marketable debt securities37,09839,065
Cash, cash equivalents, and marketable debt securities$50,335$49,670
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Apr 26, 2026Apr 27, 2025
(In millions)
Net cash provided by operating activities$50,344$27,414
Net cash used in investing activities$(26,429)$(5,216)
Net cash used in financing activities$(21,283)$(15,553)
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Apr 26, 2026
(In millions)
Due in one year$1,000
Due in one to five years2,750
Due in five to ten years1,250
Due in greater than ten years3,500
Unamortized debt discount and issuance costs(30)
Net carrying amount$8,470
Less short-term portion(1,000)
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Total Number of SharesApproximate Dollar Value
Total NumberPurchased as Part ofof Shares that May Yet B
of SharesPublicly AnnouncedPurchased Under the
PurchasedAverage Price PaidProgramProgram
Period(In millions)per Share (1)(In millions)(In billions)
January 26, 2026 - February 22, 20268.2$ 186.358.2$ 57.0
February 23, 2026 - March 22, 20269.0$ 183.389.0$ 55.4
March 23, 2026 - April 26, 202691.1$ 184.9891.1$ 38.5
Total108.3108.3
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NameTitle of Director orActionDateTotal Shares ofExpiration Date
OfficerCommon Stock to be
Sold
Tench CoxeDirectorAdoption3/19/20268,000,000*10/30/2027
Colette M. KressExecutive Vice PresidentTermination4/10/2026500,000**N/A
and Chief Financial
Officer
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NVIDIA Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(In millions, except per share data)
(Unaudited)
Three Months Ended
Apr 26, 2026Apr 27, 2025
Revenue$81,615 $44,062
Cost of revenue20,45817,394
Gross profit61,15726,668
Operating expenses
Research and development6,3213,989
Sales, general and administrative1,3001,041
Total operating expenses7,6215,030
Operating income53,53621,638
Interest income540515
Interest expense(102)(63)
Other income (expense), net15,929(180)
Total other income, net16,367272
Income before income tax69,90321,910
Income tax expense11,5823,135
Net income$58,321 $18,775
Net income per share:
Basic$2.40 $0.77
Diluted$2.39 $0.76
Weighted average shares used in per share computation:
Basic24,28624,441
Diluted24,39124,611
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Incorporated by Reference
Exhibit No.Exhibit DescriptionSchedule/Form ExhibitFiling Date
10.1+Variable Compensation Plan - Fiscal Year 20278-K 10.13/6/2026
31.1*Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities
Exchange Act of 1934
31.2*Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities
Exchange Act of 1934
32.1#*Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities
Exchange Act of 1934
32.2#*Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities
Exchange Act of 1934
101.INS*Inline XBRL Instance Document - the instance document does not appear in the InteractiveData File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File - the cover page interactive data file does not appear in
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Three Months Ended
Apr 26, 2026 Apr 27, 2025
Net income$58,321 $18,775
Other comprehensive income (loss), net of tax
Available-for-sale securities:
Net change in unrealized gain (loss)(78)139
Cash flow hedges:
Net change in unrealized gain3719
Other comprehensive income (loss), net of tax(41)158
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Apr 26, 2026Jan 25, 2026
Assets
Current assets:
Cash and cash equivalents$13,237$10,605
Marketable debt securities37,09839,065
Marketable equity securities30,23712,886
Accounts receivable, net40,71038,466
Inventories25,79721,403
Prepaid expenses and other current assets3,9163,180
Total current assets150,995125,605
Property and equipment, net12,40310,383
Operating lease assets4,2582,867
Goodwill20,89420,832
Intangible assets, net3,1203,306
Deferred income tax assets11,70713,258
Non-marketable securities43,36422,251
Other assets12,7338,301
Total assets$259,474$206,803
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$13,097$9,812
Accrued and other current liabilities29,78721,352
Short-term debt1,000999
Total current liabilities43,88432,163
Long-term debt7,4707,469
Long-term operating lease liabilities3,8782,572
Other long-term liabilities8,7687,306
Total liabilities64,00049,510
Commitments and contingencies
Shareholders’ equity:
Preferred stock——
Common stock2424
Additional paid-in capital10,27510,118
Accumulated other comprehensive income137178
Retained earnings185,038146,973
Total shareholders’ equity195,474157,293
Total liabilities and shareholders’ equity$259,474$206,803
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_6_1.html b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_6_1.html deleted file mode 100644 index d7ad23698..000000000 --- a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_6_1.html +++ /dev/null @@ -1,280 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock
OutstandingAdditionalAccumulated Other ComprehensiveRetainedTotalShareholders’
Shares AmountPaid-in CapitalIncomeEarningsEquity
(In millions, except per share data)
Balances as of Jan 25, 202624,304 $ 24$ 10,118$178$146,973$157,293
Net income— ———58,32158,321
Other comprehensive loss— ——(41)—(41)
Issuance of common stock37 —515——515
Tax withholding related to common stock(12) —(2,129)——(2,129)
Shares repurchased(108) —(157)—(20,013)(20,170)
Cash dividends declared and paid ($0.01 per common share)— ———(243)(243)
Stock-based compensation— —1,928——1,928
Balances as of Apr 26, 202624,221 $ 24$ 10,275$137$185,038$195,474
Balances as of Jan 26, 202524,477 $ 24$ 11,237$28$68,038$79,327
Net income— ———18,77518,775
Other comprehensive income— ——158—158
Issuance of common stock50 —370——370
Tax withholding related to common stock(13) —(1,532)——(1,532)
Shares repurchased(126) —(92)—(14,411)(14,503)
Cash dividends declared and paid ($0.01 per common share)— ———(244)(244)
Fair value of partially vested equity awards assumed in connection with
acquisitions— —22——22
Stock-based compensation— —1,470——1,470
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_7_1.html b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_7_1.html deleted file mode 100644 index 933eb70a1..000000000 --- a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_7_1.html +++ /dev/null @@ -1,194 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Three Months Ended
Apr 26, 2026 Apr 27, 2025
Cash flows from operating activities:
Net income$58,321 $ 18,775
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense1,928 1,474
Deferred income taxes1,584 (2,177)
Depreciation and amortization997 611
(Gains) losses from equity securities, net(15,936) 175
Other(94) (98)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(2,243) 933
Inventories(4,420) (1,258)
Prepaid expenses and other assets(983) 560
Accounts payable2,210 941
Accrued and other current liabilities7,763 7,128
Other long-term liabilities1,217 350
Net cash provided by operating activities50,344 27,414
Cash flows from investing activities:
Proceeds from maturities of marketable debt securities1,946 3,122
Proceeds from sales of non-marketable securities26 —
Proceeds from sales of marketable debt securities25 467
Purchases of non-marketable securities(18,582) (649)
Purchases of marketable debt and equity securities(8,000) (6,546)
Purchases related to property and equipment and intangible assets(1,757) (1,227)
Acquisitions, net of cash acquired(87) (383)
Net cash used in investing activities(26,429) (5,216)
Cash flows from financing activities:
Proceeds related to employee stock plans515 370
Payments related to repurchases of common stock(19,312) (14,095)
Payments related to employee stock plan taxes(2,129) (1,532)
Dividends paid(243) (244)
Principal payments on property and equipment and intangible assets(33) (52)
Other(81) —
Net cash used in financing activities(21,283) (15,553)
Change in cash and cash equivalents2,632 6,645
Cash and cash equivalents at beginning of period10,605 8,589
Cash and cash equivalents at end of period$13,237 $ 15,234
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_1.html b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_1.html deleted file mode 100644 index 8be424fb2..000000000 --- a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_1.html +++ /dev/null @@ -1,46 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions)
Cost of revenue$68 $64
Research and development1,4591,063
Sales, general and administrative401347
Total$1,928 $1,474
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_2.html b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_2.html deleted file mode 100644 index c0ba06ee5..000000000 --- a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_2.html +++ /dev/null @@ -1,40 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
RSUs, PSUs and Market-based PSUs Outstanding
Weighted Average Grant-Date Fair
Number of Shares Value Per Share
(In millions, except per share data)
Balance as of Jan 25, 2026189 $ 81.51
Granted44 $ 181.73
Vested(31) $ 48.04
Canceled and forfeited(2) $ 95.82
Balance as of Apr 26, 2026200 $ 108.92
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_3.html b/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_3.html deleted file mode 100644 index 762f42d6d..000000000 --- a/apps/api/app/data/demo_documents/financial-nvda-q1-fy27-results/tables/table_page_9_3.html +++ /dev/null @@ -1,82 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Three Months Ended
Apr 26, 2026 Apr 27, 2025
(In millions, except per share data)
Numerator:
Net income$58,321 $18,775
Denominator:
Basic weighted average shares24,28624,441
Dilutive impact of outstanding equity awards105170
Diluted weighted average shares24,39124,611
Net income per share:
Basic (1)$2.40 $0.77
Diluted (2)$2.39 $0.76
Anti-dilutive equity awards excluded from diluted net income per share4762
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Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \n ..................................................................................................................................................................................................................................................................... \n \nOTHER PARTICIPANTS \n \nVivek Arya \nAnalyst, BofA Securities, Inc. \nJoe Moore \nAnalyst, Morgan Stanley & Co. LLC \nHarlan Sur \nAnalyst, JPMorgan Securities LLC \nC.J. Muse \nAnalyst, Cantor Fitzgerald & Co. \nStacy A. Rasgon \nAnalyst, Bernstein Research \nAtif Malik \nAnalyst, Citigroup Global Markets, Inc. \nBen Reitzes \nAnalyst, Melius Research LLC \nAntoine Chkaiban \nAnalyst, New Street Research LLP \nMark Lipacis \nAnalyst, Evercore Group LLC \nAaron Rakers \nAnalyst, Wells Fargo Securities LLC \nTimothy Arcuri \nAnalyst, UBS Securities LLC \nJames Edward Schneider \nAnalyst, Goldman Sachs & Co. LLC", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/CORPORATE PARTICIPANTS", - "metadata": { - "length": 1315, - "summary": "The 'CORPORATE PARTICIPANTS' section lists the key executives from NVIDIA Corp. participating in the Q4 2026 Earnings Call, including Toshiya Hari (Vice President), Colette M. Kress (Chief Financial Officer), and Jen Hsun Huang (Co-Founder, President, CEO & Director).", - "page_nums": [ - 2 - ], - "keywords": [ - "Toshiya Hari", - "NVIDIA Corp.", - "Colette M. 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After the speakers' remarks, there will be a question-and-answer session. \n[Operator Instructions] Thank you. \n \nToshiya Hari, you may begin your conference. \n ..................................................................................................................................................................................................................................................................... \nToshiya Hari \nVice President, Investor Relations & Strategic Finance, NVIDIA Corp. \nThank you. Good afternoon, everyone, and welcome to NVIDIA's conference call for the fourth quarter of fiscal \n2026. With me today from NVIDIA are Jensen Huang, President and Chief Executive Officer; and Colette Kress, \nExecutive Vice President and Chief Financial Officer. \n \nOur call is being webcast live on NVIDIA's Investor Relations website. The webcast will be available for replay \nuntil the conference call to discuss our financial results for the first quarter of fiscal 2027. The content of today's \ncall is NVIDIA's property. It can't be reproduced or transcribed without our prior written consent. \n \nDuring this call, we may make forward looking statements based on current expectations. These are subject to a \nnumber of significant risks and uncertainties, and our actual results may differ materially. For a discussion of \nfactors that could affect our future financial results and business, please refer to the disclosure in today's earnings \nrelease, our most recent forms 10-K and 10-Q, and the reports that we may file on Form 8-K with the Securities \nand Exchange Commission. All our statements are made as of today, February 25th, 2026, based on information \ncurrently available to us. Except as required by law, we assume no obligation to update any such statements. \n \nDuring this call, we will discuss non-GAAP financial measures. You can find a reconciliation of these non-GAAP \nfinancial measures to GAAP financial measures in our CFO commentary, which is posted on our website. \n \nWith that, let me turn the call over to Colette. \n ..................................................................................................................................................................................................................................................................... \nColette M. Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nThanks, Toshiya. We delivered another outstanding quarter with record revenue, operating income and free cash \nflow. Total revenue of $68 billion was up 73% year-over-year, accelerating from Q3. Growth on a sequential basis \nwas also a record, as we added $11 billion in data center revenue across a diverse and expanding set of \ncustomers, including cloud providers, hyperscalers, AI model makers, enterprises and sovereign nations. Demand \nfor our Blackwell architecture extreme co-designed at data center scale continues to strengthen as inference \ndeployments grow, in addition to training. The transition to accelerated computing and the infusion of AI across \nexisting hyperscale workloads continue to fuel our growth. Agentic and physical AI applications built on \nincreasingly smarter and multimodal models are beginning to drive our financial performance. \n \nOn a full year basis, data center generated revenue of $194 billion, up 68% year-over-year. We have now scaled \nour data center business by nearly 13x since the emergence of ChatGPT in fiscal 2023. We look ahead, we \nexpect sequential revenue growth throughout calendar 2026, exceeding what was included in the $500 billion\n\nNVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n4\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nBlackwell and Rubin revenue opportunity we shared last year. We believe we have inventory and supply \ncommitments in place to address future demand, including shipments, extending into calendar 2027. \n \nEvery data center is power constrained. Customers make critical architectural decisions based on performance \nper watt, given these constraints and the need to maximize AI factory revenue. SemiAnalysis declared NVIDIA \nInference King as recent results from InferenceX reinforced our inference leadership, with GB300 NVL72 \nachieving up to 50x performance per watt and 35x lower cost per token, compared with Hopper. And continuous \noptimization of CUDA software helped deliver up to five times better performance on GB200 NVL72 just within \nfour months. NVIDIA produces the lowest cost per token and data centers running on NVIDIA generate the \nhighest revenues. \n \nOur pace of innovation, particularly at our scale, is unmatched, fueled by an annual R&D budget approaching $20 \nbillion and our ability to extreme co-designed across compute and networking across chips, systems, algorithms \nand softwares. We intend to deliver X factor leaps in performance per watt every generation and extend our \nleadership position over the long term. \n \nQ4 data center revenue of $62 billion increased 75% year-over-year and 22% sequentially, driven primarily by \nsustained strength in Blackwell and the Blackwell Ultra ramp. With NVIDIA infrastructure in high demand, even \nHopper and much of the six year old Ampere-based products are sold out in the cloud. \n \nNearly a year has passed since the release of our Grace Blackwell NVL72 systems. Today, nearly nine gigawatts \nof infrastructure on Blackwell are deployed and consumed by the major cloud service providers, hyperscalers, AI \nmodel makers and enterprises. \n \nNetworking, a cornerstone of our data center scale infrastructure offering, was a standout this quarter, generating \n$11 billion in revenue, up more than 3.5x year-over-year. Demand for our scale up and scale out technologies \nreached record levels, both growing double digit sequentially, driven by strong adoption of NVLink, Spectrum-X \nEthernet and InfiniBand. On a year-over-year basis, growth was driven primarily by NVLink 72 scale up switches \nas Grace Blackwell Systems accounted for roughly two-thirds of data center revenue in the quarter. \n \nNVLink scale up fabric has revolutionized computing and demonstrates the power of extreme co-design across all \nof the chips of the supercomputer and the full stack. In Q4, we announced that we will enable AWS with NVLink to \nintegrate with their custom silicon. \n \nMomentum is strong with our Spectrum-X Ethernet scale up and scale across networking, as customers work to \nunify distributed data centers into integrated giga scale AI factories. For the full year, our networking business \nexceeded $31 billion in revenue, up more than 10-x compared to fiscal 2021, the year we acquired Mellanox. \n \nOur demand profile is broad, diverse and expanding beyond just chatbots. First, there's a fundamental platform \nshift from classical machine learning to generative AI. Strong evidence of ROI as hyperscalers upgrade massive \ntraditional workloads to generative AI, including search, ad generation and content recommender systems, is \nencouraging our largest customers to accelerate their capital spending. \n \nFor example, at Meta, advancements in their GEM model drove a 3.5 increase in ad clicks on Facebook and \nmore than 1% gain in conversations on Instagram, translating into meaningful revenue growth. With the same \nNVIDIA infrastructure, Meta Superintelligence Labs can train and deploy their frontier agentic AI systems. Frontier \nagentic systems have reached an inflection point. Claude Code, Claude Cowork and OpenAI Codex have\n\nNVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n5\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nachieved useful intelligence. Adoption is skyrocketing, and tokens are profitable, driving extreme urgency to scale \nup compute. Compute directly translate to intelligence and revenue growth. \n \nAnalysts expectations for 2026 CapEx across the top five cloud providers and hyperscalers who collectively \naccount for little over 50% of our data center revenue, are up nearly $120 billion since the start of the year and \napproaching $700 billion. We continue to expect the transition of classic data center workloads to GPU \naccelerated computing, and the use of AI to enhance today's hyperscale workloads and contribute toward roughly \nhalf of our long-term opportunity. \n \nEvery country will build and operate some parts of its AI infrastructure, just like with electricity and Internet today. \nIn fiscal year 2026, our sovereign AI business, more than tripled year-over-year and over $30 billion, driven \nprimarily by customers based in Canada, France, the Netherlands, Singapore and the UK. Over the long run, we \nexpect our sovereign opportunity to grow at least in line with the AI infrastructure market, as countries spend on \nAI proportional to their GDP. \n \nWhile small amounts of H200 products for China-based customers were approved by the US government, we \nhave yet to generate any revenue and we do not know whether any imports will be allowed into China. Our \ncompetitors in China, bolstered by recent IPOs, are making progress and have the potential to disrupt the \nstructure of the global AI industry over the long-term. To sustain its leadership position in AI compute, America \nmust engage every developer and be the platform for choice for every commercial business, including those in \nChina. \n \nWe will continue to engage with the US and China governments and advocate for America's ability to compete \naround the world. We unveiled the Rubin platform last month at CES, comprised of six new chips; the Vera CPU, \nRubin GPU, NVLink, 6 Switch, ConnectX-9, SuperNIC, BlueField-4 DPU, and Spectrum-6 Ethernet Switch. The \nplatform will train MoE models with one-fourth the number of GPUs and reduce inference token costs by up to 10x \ncompared to Blackwell. \n \nWe shipped our first Vera Rubin samples to customers earlier this week and we remain on track to commence \nproduction shipments in the second half of the year. Based on its modular cable-free tray design, Rubin will \ndeliver improved resiliency and serviceability relative to Blackwell. We expect every cloud model builder to deploy \nVera Rubin. \n \nMoving to gaming. Gaming revenue of $3.7 billion increased 47% year-on-year, driven by strong Blackwell \ndemand and improved supply. GeForce RTX is the leading platform for PC gamers, creators, and developers. \n \nIn Q4, we added several new technologies and advancements, including DLSS 4.5, which uses AI to bring game \nvisuals to a new level. G-SYNC Pulsar, bringing incredible clear graphics even in motion, and 35% faster LLM \ninference across leading AI PC frameworks. \n \nLooking ahead, while end demand for our products remains strong and channel inventory levels are healthy, we \nexpect supply constraints to be the headwind to gaming in Q1 and beyond. \n \nFor Professional Visualization, it crossed the $1 billion mark for the first time, with revenue of $1.3 billion, up \n159% year-over-year and 74% sequentially. During the quarter, we launched the RTX PRO 5000 Blackwell \nWorkstation with 72 gigabytes of fast memory for AI developers running LLMs and agentic workflows.\n\nNVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n6\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nAutomotive revenue of $604 million was up 6% year-over-year and was driven by robust demand for self-driving \nsolutions. At CES, we introduced Alpamayo, the world's first open portfolio of reasoning, vision, language, action \nmodels, simulation blueprints and data sets enabling vehicles that can think. \n \nThe first passenger car featuring Alpamayo built on NVIDIA Drive will be on the road soon in the new Mercedes-\nBenz CLA. \n \nPhysical AI is here, having already contributed north of $6 billion in NVIDIA revenue in fiscal year 2026. Robotaxi \nrides are growing exponentially with commercial fleets from Waymo, Tesla, Uber, WeRide and Zoox, and many \nothers are expected to scale from thousands of vehicles in 2025 to millions over the next decade, creating a \nmarket poised to generate hundreds of billions of dollars of revenue. \n \nThis expansion will demand orders of magnitude more compute with every major OEM and service provider \ndeveloping on NVIDIA's platform. We continue to advance robotics development with the new NVIDIA Cosmos \nand Isaac GROOT open models, frameworks and NVIDIA's powered robots and autonomous machines for \nleading companies, including Boston Dynamics, Caterpillar, Franka Robotics, LG Electronics and NEURA \nRobotics. To accelerate industrial physical AI adoption, we also announced new expanding partnerships with \nDassault Systèmes, Siemens and Synopsys to bring NVIDIA AI infrastructure, Omniverse digital twins, world \nmodels and CUDA-X libraries to millions of researchers, designers and engineers building the world's industries. \n \nLet's move to the rest of the P&L. GAAP gross margin was 75%, and non-GAAP gross margin was 75.2%, \nincreasing sequentially as Blackwell continued to ramp. GAAP operating expenses were up 16% sequentially and \nup 21% on a non-GAAP basis, related to new product introductions and compute and infrastructure costs. Non-\nGAAP effective tax rate for the fourth quarter was 15.4%, below our outlook for the quarter, primarily due to the \nimpact of a one-time tax benefit. \n \nInventory grew 8% quarter-over-quarter, while purchase commitments also increased significantly, as we have \nstrategically secured inventory and capacity to meet demand beyond the next several quarters. This is further out \nin time than usual and reflects the longer demand visibility we have. While we expect tightness in the supply for \nour advanced architectures to persist, we remain confident in our ability to capitalize on the growth opportunity \nahead with our scale, expansive supply chain, and the longstanding partnerships continuing to serve us well. \n \nWe generated free cash flow of $35 billion in Q4 and $97 billion in fiscal year 2026. For the year, we returned $41 \nbillion, or 43% of free cash flow to our shareholders in the form of share repurchases and dividends. We continue \nto invest in our technology and our ecosystem to cultivate market development, drive long-term growth, and \nultimately yield total shareholder returns superior to the market or our peer group. Importantly, we will continue to \nrun a strategic and disciplined process as it relates to our investments, and we remain committed to returning \ncapital to our shareholders. \n \nLet me turn to the outlook for the first quarter. Starting this quarter, we will be including stock-based compensation \nexpense in our non-GAAP results. Stock-based compensation is a foundational component of our compensation \nprogram to attract and retain world class talent. Let me first start with revenue. Total revenue is expected to be \n$78 billion, plus or minus 2%. We expect most of our growth to be driven by Data Center. Consistent with last \nquarter, we are not assuming any Data Center compute revenue from China in our outlook. GAAP and non-GAAP \ngross margins are expected to be 74.9% and 75%, respectively, plus or minus 50 basis points. For the full year, \nwe continue to see gross margins in the mid-70s. We will keep you updated on our progress as we prepare for \nthe Vera Rubin transition.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/MANAGEMENT DISCUSSION SECTION", - "metadata": { - "length": 15914, - "summary": "This page is the beginning of the corrected transcript for NVIDIA Corp.'s Q4 2026 Earnings Call, dated February 25, 2026. It features the opening remarks by Operator Sarah and Toshiya Hari (VP of Investor Relations), who introduce the speakers Jensen Huang and Colette Kress. The text includes standard legal disclaimers regarding forward-looking statements and non-GAAP financial measures before handing over to CFO Colette M. Kress. Kress begins her section by reporting record revenue of $68 billion for the quarter, a 73% year-over-year increase, driven largely by data center growth. This page is a transcript from NVIDIA Corp.'s Q4 2026 Earnings Call, discussing the company's financial performance and technological advancements. It highlights strong data center revenue growth driven by Blackwell and Hopper products, significant R&D investment, and the success of networking solutions like NVLink and Spectrum-X Ethernet. The text also details customer adoption of AI infrastructure, specifically mentioning Meta's use of NVIDIA technology for their GEM model. This page is a segment of the corrected transcript for NVIDIA Corp.'s Q4 2026 Earnings Call. It details financial performance and strategic updates, including sovereign AI growth driven by customers in Canada, France, and the UK; the unveiling of the new Rubin platform at CES; and strong gaming revenue of $3.7 billion. The text also covers advancements in Professional Visualization, noting a record $1.3 billion in revenue. This page is a segment of the NVIDIA Corp. Q4 2026 Earnings Call transcript, focusing on financial performance and strategic outlook. It details automotive revenue growth driven by self-driving solutions and the introduction of the 'Alpamayo' AI portfolio. The text highlights significant contributions from Physical AI, listing key commercial partners like Waymo and Tesla, as well as industrial robotics collaborations with companies such as Boston Dynamics and Siemens. Financial metrics provided include GAAP and non-GAAP gross margins, operating expenses, free cash flow generation, and shareholder returns. 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(NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n7\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nGAAP and non-GAAP operating expenses are expected to be approximately $7.7 billion and $7.5 billion, \nrespectively, including stock-based compensation expense of $1.9 billion. \n \nFor the full year, we expect non-GAAP operating expenses to grow in the low 40s on a year-over-year basis as \nwe continue to invest in our expanding opportunity set. For the full year fiscal year 2027, we expect GAAP and \nnon-GAAP tax rates to be in between 7% and 19%, excluding any discrete items and material changes to our tax \nenvironment. \n \nWith that, let me turn the call over to Jensen. I think he has a few words for us. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nThis quarter we significantly deepened and expanded our partnerships with leading frontier model makers. We \nrecently celebrated OpenAI's launch of GPT-5.3-Codex, trained with and inferencing on Grace Blackwell NVLink \n72 systems. \n \nGPT-5.3-Codex can take on long running tasks that involve research, tool use, and complex execution. 5.3-Codex \nis deployed broadly inside NVIDIA, our engineers love it. \n \nWe continue to work with OpenAI toward a partnership agreement and believe we are close. We are thrilled with \nour ongoing partnership with OpenAI, a once in a generation company we've had the pleasure of partnering with \nsince their first days. \n \nMeta Superintelligence Labs is scaling up at lightning speed. Last week, we announced that Meta is deploying \nmillions of Blackwells and Rubin GPUs, NVIDIA CPUs, and Spectrum-X Ethernet for training and inference. This \nquarter, we announced a partnership with Anthropic and a $10 billion investment in their company. Anthropic will \ntrain an inference on Grace Blackwell and Vera Rubin systems. \n \nAnthropic's Claude Cowork agent platform is revolutionary and has opened a floodgates for enterprise AI \nadoption. Between Claude Cowork and OpenClaw, compute demand is skyrocketing and ChatGPT moment of \nagentic AI has arrived. \n \nWith partnerships spanning Anthropic, Meta, OpenAI, and xAI, NVIDIA deployed across every cloud, and with our \nability to build full-stack AI infrastructure from the ground up or support them in the cloud, we're uniquely \npositioned to partner with frontier model builders at every stage; training, inference, and AI factory scale out. \n \nFinally, we recently entered into a non-exclusive licensing agreement with Groq for its low-latency inference \ntechnology, and welcomed a team of brilliant engineers to NVIDIA. As we did with Mellanox, we will extend \nNVIDIA's architecture with Groq's innovations to enable new levels of AI infrastructure performance and value. \nWe look forward to sharing more at GTC next month. \n \nOkay, back to you. \n ..................................................................................................................................................................................................................................................................... \nToshiya Hari \nVice President, Investor Relations & Strategic Finance, NVIDIA Corp. \nWe will now transition to Q&A. Operator, please poll for questions.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/MANAGEMENT DISCUSSION SECTION/Jen Hsun Huang", - "metadata": { - "length": 3582, - "summary": "Jen Hsun Huang discusses NVIDIA's expanded partnerships with leading frontier model makers, including OpenAI, Meta, and Anthropic. 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(NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n8\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \n \nQUESTION AND ANSWER SECTION \n \nOperator: [Operator Instructions] Your first question comes from Vivek Arya with Bank of America Securities. \nYour line is open. \n ..................................................................................................................................................................................................................................................................... \nVivek Arya \nAnalyst, BofA Securities, Inc. \nQ \nThanks for taking my question. I think you mentioned that you now have growth visibility into calendar 2027 also, \nand I think your purchase commitments kind of reflect that confidence. But Jensen, I'm curious, when you look at \nyour top cloud customers, cloud CapEx close to $700 billion this year, many investors are concerned that it would \nbe harder for this level to grow into next year. And for several of them, their cash flow generation capability is also \ngetting compressed. So I know you're very confident about your roadmap, right, and your purchase commitments \nand whatnot, but how confident are you about your customers' ability to continue to grow their CapEx? And if their \nCapEx doesn't grow, can NVIDIA still find a way to grow in that envelope? Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nI am confident in their cash flow growing. And the reason for that is very simple. We have now seen the inflection \nof agentic AI and the usefulness of agents across the world in enterprises everywhere. You're seeing incredible \ncompute demand because of it. In this new world of AI, compute is revenues. Without compute, there's no way to \ngenerate tokens. Without tokens, there's no way to grow revenues. So in this new world of AI, compute equals \nrevenues. And I am certain that at this point, with the productive use of Codex and Claude Code and the \nexcitement around Claude Cowork and, just the incredible enthusiasm about OpenClaw and the enterprise \nversions of them. All of the enterprise ISVs who are now working on agentic systems on top of their tools \nplatforms, I am certain at this point that we are at the inflection point. We've reached the inflection point, and we're \ngenerating profitable tokens that are productive for customers and profitable for the cloud service providers. And \nso the simple logic of it, the simple way to think about it is computing has changed. What used to be software \nrunning on computers, modest amount of computers, call it $300 billion or $400 billion worth of CapEx each year \nhas now gone into AI and AI in order to have, in order to generate tokens, you need compute capacity. And that \ntranslates directly to growth and that translates directly to revenues. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Joe Moore with Morgan Stanley. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nJoe Moore \nAnalyst, Morgan Stanley & Co. LLC \nQ \nGreat. Thank you. And congratulations on the numbers. You talked about some of the strategic investments that \nyou've made into Anthropic and potentially OpenAI [ph] Claude as well (26:23) but also partners Intel, Nokia. \nSynopsys. You're clearly at the center of everything. Can you talk about the role of those investments and kind of \nhow do you view the balance sheet as a tool to kind of grow the NVIDIA's position, the ecosystem and, and \nparticipate in that growth. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nAs you know, fundamentally, at the core of everything NVIDIA is our ecosystem. That's what everybody loves \nabout our business. The richness of our ecosystem, just about every startup in the world is working on NVIDIA's", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION", - "metadata": { - "length": 4917, - "summary": "This page is a transcript of the Question and Answer section from NVIDIA Corp.'s Q4 2026 Earnings Call. It features questions from analysts Vivek Arya (Bank of America Securities) and Joe Moore (Morgan Stanley), and responses from CEO Jen Hsun Huang. 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(NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n9\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nplatform, we are in every cloud, we're in every on-prem data center, we're all over the world's edge and robotic \nsystems, thousands of AI natives are built on top of NVIDIA. We want to take the great opportunity that we have \nas we're in the beginning of this new computing era, this new computing platform shift to put everybody on \nNVIDIA. Everything is already built on CUDA and so we're starting from a really terrific starting point. But as we \nbuild out the entire AI ecosystem, whether it's in AI for language or physical AI or AI physics or biology or robotics \nor manufacturing, we want all of these ecosystems to be built on top of NVIDIA. And this is such a wonderful \nopportunity for us to invest into the ecosystem across the entire stack. \n \nOur ecosystem is also richer today than it used to be. We used to be largely a computing platform on GPUs, but \nnow we're a computing AI infrastructure company, and we have computing platforms on, well, every aspect of \nthat. \n \nAnd everything from computing to AI models to networking to our DPU, all of that has computing stacks on top of \nit. And as I mentioned before, whether it's an enterprise or in manufacturing, industrial or science or robotics, each \none of these ecosystems have different stacks, and we want to make sure that we continue to invest into our \necosystem. So, our investments are focused very squarely, strategically on expanding and deepening our \necosystem reach. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Harlan Sur with JPMorgan. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nHarlan Sur \nAnalyst, JPMorgan Securities LLC \nQ \nGood afternoon. Thanks for taking my question. Networking continues to rise as a percentage of your overall data \ncenter profile, right. Through fiscal 2026, your networking revenues accelerated on a year-over-year basis every \nsingle quarter, right. With 3.6x growth, as you guys mentioned year-over-year growth in Q4, obviously, on the \nstrength of your scale up and scale out networking product portfolio, I would seem to remember that first half of \nlast year, your annualized run rate on your Spectrum-X Ethernet Switching platform was around $10 billion \nannualized. It looks like that may have stepped up to around $11 billion, $12 billion in the second half of last year. \n \nJensen, looking at your order book, especially with Spectrum-XGS, upcoming 102T Spectrum-6 Switching \nplatforms launching soon. Where is the Spectrum run rate trending now and as you foresee exiting sort of this \ncalendar year? \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nYeah. As you know, we see ourselves as an AI infrastructure company and the AI computing infrastructure \nincludes CPUs, GPUs, and we invented NVLink to scale up the one computing node into a giant computing rack. \n \nWe invented the idea of a rack scale computer. We don't ship nodes of computers, we ship racks of computers. \nAnd those – that NVLink Switch scale up system is then scaled out using Spectrum-X and InfiniBand, we support \nboth. And then further, we also scale across data centers using Spectrum-X scale across. \n \nAnd so the way we think about networking is really an extension, it's – we offer everything openly, so that people \ncould decide to mix and match in different scale, and however they would like to integrate it into their bespoke \ndata center. But in the final analysis, it's all one big part of our platform.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Harlan Sur with JPMorgan. Your line is open.", - "metadata": { - "length": 4394, - "summary": "The Operator announces the next questioner, Harlan Sur from JPMorgan, and opens his line.", - "page_nums": [ - 9 - ], - "keywords": [ - "Harlan Sur", - "JPMorgan" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_7df501be-d855-57ab-bae0-0b6bab4148a6", - "type": "page", - "content": "[SAME-AS NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Harlan Sur with JPMorgan. Your line is open. p9]", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Harlan Sur", - "metadata": { - "length": 172, - "summary": "Harlan Sur, an analyst from JPMorgan Securities LLC, asks about the growth of networking revenues in NVIDIA's data center profile. He references a 3.6x year-over-year growth rate and discusses the annualized run rate of the Spectrum-X Ethernet Switching platform, noting it may have increased from $10 billion to around $11-12 billion in the second half of the previous year. 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And so the amount of \nswitching that we do per rack is really quite incredible. \n \nWe're also now the largest networking company in the world. And if you look at Ethernet, we came into the \nEthernet market about a couple of years ago into Ethernet switching. And I think that we're probably the largest \nEthernet networking company in the world today, and surely will be soon. And so Spectrum-X Ethernet has been \na home run for us. But we're open to however people want to do networking. Some people just really love the low \nlatency and the scale up capability of InfiniBand. And we will continue to support that, of course. And some people \nlove to integrate their networking across their data center based on Ethernet. And we created an Ethernet \ncapability that extends Ethernet with artificial intelligence, way of processing in the data center and we're \nincredibly good at that and our Spectrum-X performance really shows it. \n \nThe difference of when you built a $10 billion or $20 billion AI factory, the difference of 10%, and it could be easily \n20% on the effectiveness and the utilization of your network for your data center that translates to real money. \nAnd so NVIDIA's networking business is really, really growing fast. And it's, I think it's just because we built the AI \ninfrastructure so effectively and the AI infrastructure business is growing incredibly fast. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from C.J. Muse with Cantor Fitzgerald. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nC.J. Muse \nAnalyst, Cantor Fitzgerald & Co. \nQ \nYeah. Good afternoon. Thank you for taking the question. I guess with CPX for large context Windows and Groq \nlikely adding a decode specific solution. Curious how we should think about your future roadmap. Should we be \nthinking about customized silicon either by workload or customer, as an increasing focus by NVIDIA, particularly \nhelped by your move to a dielet architecture? Thanks so much. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nWe don't use – we want to – everybody should want to extend, push out dielet as long as they can. And the \nreason for that is because every time you cross a dielet you have a dielet, you have to cross an interface. Every \ntime you cross an interface, you add latency, you add power unnecessarily. We're not allergic to dielet. We use \ndielets already. But we try to use dielets only when we absolutely have no choice but to do so. And so we – if you \nlook at the Grace Blackwell architecture and the Rubin architecture, we used two giant reticle limited dies [ph] and \nwe abut them (33:53) and that reduces the amount of architecture crossing. \n \nThe [ph] dielet tax (33:59) shows up in the architecture effectiveness of the competitors. If you look at NVIDIA, \npeople call it our software advantage. But where software starts and architecture starts and ends is kind of hard to \ntell. It's, our software is effective because our architecture is so good. And so the CUDA architecture is \nunquestionably more effective, more efficient, delivers more performance per flop, per watt than any computing \narchitecture out there and it's because of the way we architect. \n \nWith respect to, how we think about Groq and the low latency decoder, I've got some great ideas that I'd like to \nshare with you at GTC, but the simple idea is that our infrastructure is incredibly versatile because of CUDA. And \nwe're going to continue to do that. All of our GPUs are architecturally compatible, which means that when I'm \nworking on optimizing models today for Blackwell, all of that work and all of that dedication to optimizing software \nstacks and new models, also benefit Hopper and also benefit Ampere. It's the reason why A100 continues to feel", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from C.J. Muse with Cantor Fitzgerald. Your line is open.", - "metadata": { - "length": 4923, - "summary": "The operator announces the next questioner, C.J. Muse from Cantor Fitzgerald, and opens the line for their inquiry.", - "page_nums": [ - 10 - ], - "keywords": [ - "C.J. 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Muse asks about future roadmaps regarding customized silicon and dielet architecture. Jen Hsun Huang responds by explaining the latency benefits of avoiding dielets where possible, referencing the Grace Blackwell and Rubin architectures, and highlighting the efficiency of CUDA.", - "page_nums": [ - 10 - ], - "keywords": [ - "NVIDIA Corp.", - "NVDA", - "C.J. Muse", - "Cantor Fitzgerald", - "Jen Hsun Huang", - "Grace Blackwell", - "Rubin", - "GTC", - "FactSet CallStreet" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_0c529810-e8dc-5452-ae47-f0e0d004472f", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n11\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nfresh and continues to stay performant years after we've deployed it into the world. Architecture compatibility \nallows us to do that. It allows us to invest enormously in software engineering and optimization, knowing that our \nentire installed base in the cloud, on-prem, everywhere from generations of architectures of GPUs will all benefit. \nAnd so we'll continue to do that. \n \nAnd allows us to extend the useful life, allows us to have innovation, flexibility, and velocity, which translates the \nperformance and very importantly, performance per dollar and performance per watt for our customers. And so \nwhat we'll do with Groq is, you'll come to see GTC, but what we'll do is we'll extend our architecture with Groq as \nan accelerator in very much the ways that we extended NVIDIA's architecture with Mellanox. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: The next question comes from Stacy Rasgon with Bernstein Research. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nStacy A. Rasgon \nAnalyst, Bernstein Research \nQ \nHi, guys. Thanks for taking my questions. Colette, I wanted to dig a little bit into the call for sequential growth \nthrough the year. So, I mean, you grew this quarter more than $10 billion sequentially in data center, and the \nguide seems to imply the bulk of the increase $10 billion sequential in data centers. So, how do you see that as \nwe go through the year, especially as Rubin ramps into the back half? Blackwell has been a pretty massive \nacceleration with a sequential growth. Should we expect something similar as we get to Rubin? \n \nAnd then I was also just hoping you could comment on, your expectations for gaming? I understand the memory \nissues and everything else. Do you think gaming can still grow year-over-year in fiscal 2027, or will that be under \nmore pressure given memory? So, those two questions, please. Thank you. \n ..................................................................................................................................................................................................................................................................... \nColette M. Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nA \nThanks, Stacy. Let me start with the revenue going forward. Again, we're trying to look at revenue quarter-by-\nquarter. As you think about the full year, we are absolutely going to be still selling and providing Blackwell \nprobably at the same time that we're also seeing Vera Rubin come to market. \n \nThis is a very great architecture that helps them just today quickly standing up and have already planned on many \ndifferent orders across the different customers to provide that. \n \nIt's too early yet to determine how much in terms of that Vera Rubin, that beginning ramp will start in the second \nhalf and we'll get through it. But no confusion in terms of the strong demand and the interest. We do expect pretty \nmuch every single customer to be purchasing Vera Rubin. The question is, are, how soon are we in market and \nhow soon are they able to stand that up in terms of in their data centers? That was your first part. \n \nThe second part was focusing on our gaming. As much as we would love to have additional more supply, we do \nbelieve for a couple quarters, it is going to be very tight. If things improve by the end of the year, there is an \nopportunity to think about what that is from a year-over-year growth. But it's still too early for us to know at this \ntime. And we'll get back to you as soon as we can. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Atif Malik with Citi. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nAtif Malik \nAnalyst, Citigroup Global Markets, Inc. \nQ", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: The next question comes from Stacy Rasgon with Bernstein Research. Your line is open.", - "metadata": { - "length": 4863, - "summary": "The Operator announces the next questioner, Stacy Rasgon from Bernstein Research.", - "page_nums": [ - 11 - ], - "keywords": [ - "Stacy Rasgon", - "Bernstein Research" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_60c3a180-f18d-5b9b-a082-def533bb7592", - "type": "page", - "content": "[SAME-AS NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: The next question comes from Stacy Rasgon with Bernstein Research. Your line is open. p11]", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Stacy A. Rasgon", - "metadata": { - "length": 184, - "summary": "Stacy A. Rasgon, an analyst from Bernstein Research, asks two questions regarding NVIDIA's financial outlook. First, he inquires about the sequential growth trajectory for the year, specifically questioning if the massive acceleration seen with Blackwell will continue as Rubin ramps up in the back half of the year. Second, he asks for expectations regarding gaming revenue growth in fiscal 2027, noting potential pressure due to memory constraints.", - "page_nums": [ - 11 - ], - "keywords": [ - "Stacy A. 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She discusses the simultaneous sales of Blackwell architecture and the upcoming market entry of Vera Rubin, noting strong customer demand but uncertainty on the exact ramp timing in the second half of the year. Additionally, she addresses gaming sector expectations, stating that supply will remain tight for a few quarters, making year-over-year growth projections too early to determine at this time.", - "page_nums": [ - 11 - ], - "keywords": [ - "Colette M. 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Your line is open.", - "metadata": { - "length": 184, - "summary": "The Operator announces the next questioner, Atif Malik from Citi, and opens his line for questions.", - "page_nums": [ - 11 - ], - "keywords": [ - "Atif Malik", - "Citi" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_cfcb36fb-6228-50ed-b2e5-36bff871b6ae", - "type": "page", - "content": "[SAME-AS NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: The next question comes from Stacy Rasgon with Bernstein Research. Your line is open. p11]", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Atif Malik", - "metadata": { - "length": 184, - "summary": "The section titled \"Atif Malik\" marks the transition to the next questioner in the earnings call. It is introduced by the Operator, who states that the next question comes from Atif Malik with Citi.", - "page_nums": [ - 11 - ], - "keywords": [ - "Atif Malik", - "Citi" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1d5be140-7fda-59d5-ae87-b00542caa49d", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n12\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nThank you for taking my question. Jensen, I'm curious if you can touch on the importance of CUDA as now more \nof the investment dollars in AI are coming from inference workloads? \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nWithout CUDA, we wouldn't know what to do with inference. The entire stack from TensorRT LLM that we \nintroduced a few years ago, which is still the most performant inference stack in the world. Optimizing it for \nNVLink, requires us to discover and invent new parallelization algorithms that sits on top of CUDA, to distribute \nthe workload and the inferencing to take advantage of the aggregate bandwidth across NVLink 72. NVLink 72 has \nenabled us to deliver generationally 50 times more performance per watt. It's just an incredible leap and it's \nsensible. NVLink 72 is a great invention. It was hard to do, the creation of the switching technology, \ndisaggregating the switches, building the system racks, all of that. We did it all in plain sight and everybody knew \nhow hard it was for us to do. And, but the results are incredible. So performance per watt is 50 times, \nperformance per dollar, 35 times and so the leap in inference is incredible. \n \nIt's very important – it's really important to realize that inference equals revenues now for our customers because \nagents are generating so many tokens and the results are so effective. When the agents are coding, it's off \ngenerating thousands, tens of thousands, hundreds of thousands because they're running for minutes to hours. \nAnd so these systems, these agentic systems are spawning off different agents working as a team. \n \nThe number of tokens that are being generated has really, really gone exponential. And so, we need to inference \nat a much higher speed. And when you're inferencing at a much higher speed, and each one of those tokens are \ndollarized, it directly translates into revenues. And so inference equals, inference performance equals revenues \nfor our customers. \n \nFor the Data Centers, inference tokens per watt translates directly to the revenues of the CSPs. And the reason \nfor that is because everybody is power limited. And so, I mean, no matter how many data centers you have, each \ndata center, 100 megawatts or 1 gigawatt has power limits. So the architecture that has the best performance per \nwatt translates because each token, the performance tokens per watt, each token is dollarized, tokens per watt \ntranslates to dollars per watt, which translates in a gigawatt directly to revenues. \n \nAnd so you could see that every CSP understands this now, every hyperscaler understands this, that CapEx \ntranslates to compute, compute with the right architecture translates to maximizing revenues and compute equals \nrevenues. Without investing capacity today, without investing in compute, there cannot be revenue growth and \nthat I think everybody understands. Compute equals revenues. Choosing the right architecture is incredibly \nimportant, is more than strategic now, it directly affects their earnings. And choosing the right architecture, the one \nwith the best performance per watt is literally everything. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Ben Reitzes with Melius Research. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nBen Reitzes \nAnalyst, Melius Research LLC \nQ \nYeah. Hey, thanks. First, let me say kudos on including the stock-comp in non-GAAP. I think that's a great move, \nbut that isn't my question. My question is around gross margins and the sustainability of the mid-70s long-term. \nShould we read into the visibility on supply being available into calendar 2027 that it's sustainable until then?", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Ben Reitzes", - "metadata": { - "length": 4634, - "summary": "This page is a transcript from NVIDIA Corp.'s Q4 2026 Earnings Call, dated February 25, 2026. It features Jen Hsun Huang discussing the critical role of CUDA and NVLink 72 in AI inference workloads, highlighting performance gains and revenue implications for data centers. The page concludes with an introduction to Ben Reitzes from Melius Research LLC, who begins asking a question regarding gross margins and supply availability.", - "page_nums": [ - 12 - ], - "keywords": [ - "NVIDIA Corp.", - "NVDA", - "Jen Hsun Huang", - "CUDA", - "TensorRT LLM", - "NVLink", - "NVLink 72", - "Ben Reitzes", - "Melius Research", - "Melius Research LLC", - "FactSet CallStreet" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_eca08e9f-caa8-50ea-974d-4b23e6e3b5fb", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n13\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nAnd then Jensen, what about after that? Are there innovations in memory consumption you can unveil that makes \nus feel better about the ability to keep margins at that level for a long time? Thanks. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nThe single most important lever of our gross margins is actually delivering generational leaps to our customers. \nThat is the single most important thing. If we could deliver generationally performance per watt that exceeds \ndramatically what Moore's Law can do. If we can deliver performance per dollar dramatically more than the cost of \nour systems, than the price of our systems, then we can continue to sustain our gross margins. That's the simple, \nmost important concept. \n \nEvery – the reason why we're moving so fast is because number one, the demand for tokens in the world as a \nresult of the inflection points that we've gone through has now – has gone completely exponential. I think we're all \nseeing that, to the point where even our six-year old GPUs in the cloud are completely consumed, and the pricing \nis going up. \n \nAnd so we know that the amount of computation necessary – the amount of compute necessary for the modern \nway of doing software is growing exponentially. And so our strategy is to deliver an entire AI infrastructure every \nsingle year. This year we introduced six new chips, Rubin next-generation will do many new chips as well. And \nevery single generation, we are committed to deliver many X factors of performance per watt and performance \nper dollar. And that pace and our ability to do extreme co-design, allows us to deliver that value and that benefit to \nthe customers. And that is the single most vital thing as it relates to our value delivered. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Antoine Chkaiban with New Street Research. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nAntoine Chkaiban \nAnalyst, New Street Research LLP \nQ \nHi. Thanks a lot for taking my question. I'd like to ask about space data centers, which some of your customers \nare considering. How feasible do you think that is and what kind of horizon? And what do the economics look like \ntoday? And how do you think that could evolve over time? Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nWell, the economics are poor today, but it's going to improve over time. As you know, the way that space works is \nradically different than how it works down here. There's an abundance of energy. But solar panels are large, but \nthere's plenty of space in space. \n \nThe heat dissipation -- it's cold in space. However, there's no airflow. And so the only way to dissipate heat is \nthrough conduction. And the radiators that you need to create are fairly large. Liquid cooling is obviously out of the \nquestion because it's kind of -- it's heavy and freezes. And so the methods that we use here on Earth are a little \ndifferent than the way we would do it in space. But there are many different computing problems that really wants \nto be done in space. And so, NVIDIA is already the world's first GPU in space, Hopper's in space. \n \nAnd one of the best use cases of GPUs in space is imaging, to be able to image at extremely high resolutions \nusing, of course, optics and artificial intelligence and to be able to do that computation of reprojection of different \nangles and be able to upres and do noise reduction and just be able to see, be able to image at very large, very \nhigh resolutions, extremely large scales, and very, very fast. It's hard to do that by sending petabytes and", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Antoine Chkaiban", - "metadata": { - "length": 4853, - "summary": "This page is a transcript from the NVIDIA Corp. Q4 2026 Earnings Call, featuring CEO Jen Hsun Huang discussing the company's strategy for sustaining gross margins through generational performance leaps and exponential demand for AI compute. The page also includes a question from Antoine Chkaiban of New Street Research regarding the feasibility and economics of space data centers, to which Huang responds by highlighting the challenges of heat dissipation in space and identifying imaging as a key use case for GPUs in that environment.", - "page_nums": [ - 13 - ], - "keywords": [ - "NVIDIA Corp.", - "Jen Hsun Huang", - "Antoine Chkaiban", - "New Street Research", - "Moore's Law" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_f7b9b70b-47b9-52e1-9c1b-5ed77a3e6b9b", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n14\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \npetabytes of imaging data back here on Earth and doing that work. It's easier just to do it out in space. And then, \nignore all of the data collected and processed until you see something interesting. And so artificial intelligence in \nspace will have very good, very interesting applications. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Mark Lipacis with Evercore ISI. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nMark Lipacis \nAnalyst, Evercore Group LLC \nQ \nHi. Thanks for taking my question. I want to pick up with the comment you made on the script about revenue \ndiversification. I believe, Colette, you said that hyperscalers were over 50% of revenues, but growth was led by \nthe rest of your Data Center customers. And as a clarification, I just want to make sure I understood that, does \nthat imply your non-hyperscale customers grew faster. And if so, what are the – can you help us understand what \nare the non-hyperscalers doing different. Are they doing different things than the hyperscalers or the same things \non a different scale and does this – do you expect this trend to continue? Would you expect your customer base \nto evolve to a point where non-hyperscalers are becoming a bigger part of your, the larger part of your business? \nThank you. \n ..................................................................................................................................................................................................................................................................... \nColette M. Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nA \nYes. Let's see if we can help on this question. So when you think about our top five, as we articulated as being \nour CSPs, our hyperscalers, and they have right now, [ph] as I said (49:15) about 50% of our total revenue. \nThere's a big organization, therefore, of diversity of all different other types of companies that we are working with. \nThat it goes through our AI model makers, that goes through our enterprises, that goes to supercomputing, it goes \nto our sovereigns. There's a lot of other different facts on there. But you are correct, it's a very fast growing area \nas well. \n \nWe have a strong position in terms of all of our different cloud providers on our platform, and now we also have a \nextreme diversity of different customers that we are seeing all the way across the world. And this will really \nbenefit, seeing that diversity and being able to serve all of those parts. Let me see if Jensen wants to add a bit \nmore \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nYeah, this is one of the advantages that we have with our ecosystem. I'll build on top of CUDA. We have -- we're \nthe only accelerated computing platform that is in every cloud, that's available through every single computer \nmaker, available at the edge and, we're now cultivating telecommunications. Obviously, the future radios will all \nbe AI driven radios and the future wireless network would also be a computing platform. That is a foregone \nconclusion. But somebody has to go and invent the technologies to make that possible. And we created a \nplatform called Aerial to go do that. \n \nWe are in just about every single robot, every single self-driving car. Our ability – CUDA's ability to have the \nbenefit of the performance of specialized processors, one the one hand, with the Tensor cores inside our GPUs, \non the other hand, the flexibility of CUDA allows us to solve language problems, computer vision problems, \nrobotics problems, to biology problems, physics problems, and just about all kinds of AI and all kinds of \ncomputation algorithms. And so the diversity of our customer base is one of the greatest strengths that we have.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Mark Lipacis with Evercore ISI. Your line is open.", - "metadata": { - "length": 4738, - "summary": "The Operator announces the next questioner, Mark Lipacis from Evercore ISI, and opens his line.", - "page_nums": [ - 14 - ], - "keywords": [ - "Mark Lipacis", - "Evercore ISI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_9ed9d7cd-c8ba-504c-a0d0-c106d0fca503", - "type": "page", - "content": "[SAME-AS NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Mark Lipacis with Evercore ISI. Your line is open. p14]", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Mark Lipacis", - "metadata": { - "length": 179, - "summary": "The section titled 'Mark Lipacis' features a question from Mark Lipacis, an analyst at Evercore Group LLC, directed at NVIDIA executives. He asks for clarification on revenue diversification, specifically regarding the growth of non-hyperscale customers compared to hyperscalers and whether this trend is expected to continue. The section includes responses from Colette M. Kress (CFO) confirming that while hyperscalers make up about 50% of revenue, there is significant diversity in other customer types like AI model makers and enterprises. Jen Hsun Huang (CEO) adds that NVIDIA's ecosystem advantage lies in its CUDA platform's availability across various sectors including cloud, edge, telecommunications, robotics, and self-driving cars.", - "page_nums": [ - 14 - ], - "keywords": [ - "Mark Lipacis", - "Evercore ISI", - "Colette", - "Colette M. Kress", - "NVIDIA Corp.", - "Jensen", - "Jen Hsun Huang" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_cb8b08f3-25fc-57ef-a05c-fb258348e33d", - "type": "page", - "content": "NVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n15\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nThe second thing, of course, is without our own ecosystem, even if our processor was programmable, if we didn't \ncultivate our ecosystem and talking about some of the things that we're doing today, investing in our future \necosystem and continuing to enhance our ecosystem, without our ecosystem, it's hard for us to grow beyond what \ndesign wins we capture for somebody else's ecosystem. And so we could grow and expand our ecosystem very \nnaturally because of our – the platform that we created. \n \nAnd then lastly, one of the things that's really important is the partnerships that we have with OpenAI and \nAnthropic, with xAI, with Meta now makes – and of course, just about every single open source in the world. \nThere's 1.5 million AI models on Hugging Face, all of it runs on NVIDIA CUDA. And so an open source in totality \nprobably represents the largest – the second largest model in the world, OpenAI is the largest, second largest, \nprobably all the collection of all the open sources. \n \nAnd so NVIDIA's ability to run all of that makes our platform super fungible, super easy to use, and really safe to \ninvest into. And so that creates the diversity of customers and the diversity of the platforms and available in every \nsingle country and – because we support the whole world's ecosystem. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Aaron Rakers with Wells Fargo. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nAaron Rakers \nAnalyst, Wells Fargo Securities LLC \nQ \nYeah. Thanks for taking the question. I guess, sticking with the idea as a platform and extreme co-design, some \nof the news over this last quarter has obviously been NVIDIA's ability or push to bring Vera CPUs to market on a \nstandalone solution basis. \n \nSo, I guess, Jensen, I'm curious of what's the importance that Vera plays in this architecture evolution as we \nmove forward? Is this being driven more by the proliferation or the heterogeneity of inference workloads? I'm just \ncurious of how you see that evolving for NVIDIA, particularly on a standalone CPU basis? Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nYeah, thanks. And I'll tell you some more about it at GTC. But at the highest level, we made fundamentally \ndifferent architecture decisions about our CPUs compared to the rest of the world's CPUs. \n \nIt's the only data center CPU that supports LPDDR5. It is designed to be focused on very high data processing \ncapabilities. And the reason for that is because most of the computing problems that we're interested in are data-\ndriven, artificial intelligence being one. \n \nAnd the single threaded performance and this ratio with bandwidth is just off the charts. And we made those \narchitectural decisions because in the entire phase – the different phases of AI from data processing before you \neven do training, you have to do data processing. So, you have data processing, pre-training, and in post-training \nnow the AI's are learning how to use tools and the usage of tools, many of those tools run in CPU-only \nenvironments or they run in CPU or GPU accelerated environments. And Vera was designed to be an excellent \nCPU for post-training and so some of the use cases in the entire pipeline of artificial intelligence includes using a \nlot of CPUs.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Aaron Rakers with Wells Fargo. Your line is open.", - "metadata": { - "length": 4253, - "summary": "The Operator announces the next questioner for the earnings call, identifying Aaron Rakers from Wells Fargo and stating that his line is open.", - "page_nums": [ - 15 - ], - "keywords": [ - "Aaron Rakers", - "Wells Fargo" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d39250de-b83b-5d08-9a67-2a094cc19ebd", - "type": "page", - "content": "[SAME-AS NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Aaron Rakers with Wells Fargo. Your line is open. p15]\n\nNVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n16\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nWe love CPUs as well as GPUs. And when you accelerate the algorithms to the limit, as we have, Amdahl's law \nwould suggest that you need really, really fast single threaded CPUs. And that's the reason why we built, Grace to \nbe a extraordinarily great at single threaded performance and Vera is off the charts better than that. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your next question comes from Tim Arcuri with UBS. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nTimothy Arcuri \nAnalyst, UBS Securities LLC \nQ \nThanks a lot. Colette, I was wondering if you can talk about the deployment of capital. I know that you really \njacked up the purchase commits. But it sounds like maybe you're over the hump on this, and you're going to \nprobably generate about $100 billion in cash this year. \n \nSo, and, pretty much no matter how good the results have been, the stock hasn't really gone up much. So I would \nthink that you probably feel like this is a pretty good price to be buying back a bunch of it here. So I was \nwondering if you can talk about that like, question being, why not put a big stake in the ground and just, have a \nhuge share repo here? Thanks. \n ..................................................................................................................................................................................................................................................................... \nColette M. Kress \nChief Financial Officer & Executive Vice President, NVIDIA Corp. \nA \nSo, thanks for the question. We look at our capital return, very, very carefully. And we do believe that one of the \nmost important things that we can do is really supporting the extreme ecosystem that's in front of us. That stems \nfrom everywhere, from our suppliers and the work that we need to do to assure that we can have the supply that's \nneeded and help them from a capacity, all the way that we are in terms of the early developers of the AI solutions, \nthat will be on our platform. \n \nSo we will continue to make this a very important part of our process and strategic investments. But of course, we \nare still repurchasing our stock. We are still with our dividend as well. And we will continue to find the right unique \nopportunities within the year for doing those different purchases. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Your final question comes from Jim Schneider with Goldman Sachs. Your line is open. \n ..................................................................................................................................................................................................................................................................... \nJames Edward Schneider \nAnalyst, Goldman Sachs & Co. LLC \nQ \nThank you for taking my question. Jensen, you've previously outlined the potential to get to $3 trillion to $4 trillion \nof data center CapEx by 2030, which implies a potential acceleration in growth rates, which you sort of guided to \nthis, at least this next quarter. \n \nThe question is, what are some of the key application areas that you believe are most likely to drive that \ninflection? Is that physical AI, agentic or something else? And do you still feel good about that $3 trillion to $4 \ntrillion envelope? Thank you. \n ..................................................................................................................................................................................................................................................................... \nJen Hsun Huang \nCo-Founder, President, Chief Executive Officer & Director, NVIDIA Corp. \nA \nYeah. Let's back that up and just reason through it from a few different ways. So the first way is on first principles. \nThe way that software is done in the future using AI is token driven. And I think everybody talks about tokenomics \nand, talks about data centers generating tokens and inference is about generating tokens. And, we generate\n\nNVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n17\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \ntokens. We're just talking about tokens. How NVIDIA's NVLink 72 enabled us to generate tokens at 50 times \nbetter performance per unit energy than the previous generation. And so token generation is at the center of \nalmost everything that relates to software in the future and relates to computing. \n \nIf you look at the way we use computing in the past, however, the amount of computation demand for software in \nthe past is a tiny fraction of what is necessary in the future. And AI is here. AI is not going to go back. AI is only \ngoing to – only get better from here. And so if you think about it and you said, okay, well, the world was investing \nabout $300 billion to $400 billion a year in classical computing. And now AI is here and the amount of computation \nnecessary is a thousand times higher than the way we used to do computing, the computing demand is just a lot \nhigher. \n \nAnd so if we continue to believe there's value in it, and we'll talk about that in a second, then the world will invest \nto produce that token. And so the amount of token generation capability that the world needs is a lot more than \n$700 billion. \n \nAnd I'm fairly confident that we're going to continue to generate tokens. We're going to continue to invest in \ncompute capacity from this point out. And fundamentally, because every single company depends on software, \nevery software will depend on AI, and so every company will produce tokens. And that's the reason why I call \nthem AI factories. \n \nAnd whether you're a company in the cloud data centers, you have AI factories to generate tokens for your \nrevenues. If you're a enterprise software company, you're going to generate tokens for the agentic systems that \nare on top of your tools. If you are a robotics factory and self-driving car's first indication of that, you have huge \nsupercomputers, which are basically AI factories to generate tokens that goes into your cars, that becomes its AI. \nAnd then you also have to put computers inside the cars to continuously generate tokens. And so, we're fairly \nsure now that this is the future of computing. \n \nNow, why is it so certain that this is the future of computing? And the reason for that is because the way we used \nto do software was pre-recorded. Everything was captured a priori. We pre-compile the software, we pre-write the \ncontent, we pre-record the videos. But now everything is generative in real-time. And when it's generated in real-\ntime, it can take into context of the person, the situation, the query, and the intentions could all be taken into \nconsideration to generate the outcome of this new software we call AI, agentic AI. \n \nAnd so the amount of computation necessary is far, far greater than prerecorded, just as a computer has a lot \nmore computation capability than a DVD recorder, a DVD player that was pre-recorded, artificial intelligence \nneeds a lot more computing capability than the way we used to do software in the past. \n \nNow, the question about computation, about sustainability at the first level is just at the computer science level, \nthis is the way computing is going to be done. Now, from an industrial level, because all of our companies, in the \nfinal analysis are powered by software and the cloud companies are powered by software. And if the new \nsoftware requires tokens to be generated and the tokens are monetized, then it stands to reason that their data \ncenter build-out directly drives their revenues. And so compute drives revenues. And I think they all understand \nthat. I think people are increasingly starting to understand that as well. \n \nAnd then lastly, the benefits that AI produces for the world ultimately has to generate revenues. And we're seeing \nright in front, right being developed as we see – as we stand here, agentic AI has turned an inflection point, and it \nliterally happened in the last couple of two, three months. Of course, inside the industry, we've been seeing it for a \nwhile, probably six months or so, but the world is now awaken to the agentic AI inflection. The agents are super\n\nNVIDIA Corp. (NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n18\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \nsmart. They're solving real problems. Coding is obviously supported by agentic systems now. And all of our \ncoders here at NVIDIA are using agentic systems, either Claude Code or OpenAI Codex enormously to – and \noftentimes both and Cursor, oftentimes all three, depends on the use case. But they have agents and co-design \npartners, engineering partners to help them solve problems. \n \nAnd you could see their revenues skyrocketing. These companies, in the case of Anthropic, I think their revenues \n10xed in a year. And they are severely capacity constrained because demand is just incredible. And the token \ndemand is incredible. The token generation rate is growing exponentially. And the same thing with, of course, \nOpenAI, their demand is incredible. And so the more compute that they can stand online, bring online, the faster \ntheir revenues will grow. And that goes back to the comment that I was saying that inference is revenues, that \ncompute equals revenues now in this new world. \n \nAnd in a lot of ways, that's the reason why we say it's a new industrial revolution. There are new factories, new \ninfrastructure being built and this new way of doing computing is not going to go back. And so to the extent that \nwe believe that producing tokens is going to be the future of computing, which I believe, and I think largely the \nindustry believes, then we're going to be building out this capacity from this point forward and continue to expand \nfrom here. \n \nNow the thing that is – the wave that we're seeing now is the agentic AI inflection and the next inflection beyond \nthat is physical AI, where we take AI and these agentic systems into the physical applications such as \nmanufacturing, such as robotics. And so that's a giant opportunity ahead. Okay. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: This concludes the question-and-answer session. I'll turn the call to Toshiya Hari. \n ..................................................................................................................................................................................................................................................................... \nToshiya Hari \nVice President, Investor Relations & Strategic Finance, NVIDIA Corp. \nIn closing, please note, Jensen will be participating in a fireside chat at the Morgan Stanley TMT Conference in \nSan Francisco on March 4. He'll also be giving a keynote at GTC in San Jose on March 16. Our earnings call to \ndiscuss the results of our first quarter of fiscal 2027 is scheduled for May 20. Thank you for joining us today. \nOperator, please go ahead and close the call. \n ..................................................................................................................................................................................................................................................................... \n \nOperator: Thank you. This concludes today's conference call. You may now disconnect.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Aaron Rakers", - "metadata": { - "length": 12709, - "summary": "In this section, analyst Aaron Rakers of Wells Fargo asks about the strategic importance of NVIDIA's Vera CPUs in the company's architecture evolution, specifically regarding their role as a standalone solution for inference workloads. Jen Hsun Huang responds by explaining that Vera is designed with unique architectural decisions to support LPDDR5 and deliver exceptional single-threaded performance and bandwidth. 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(NVDA) \nQ4 2026 Earnings Call \nCorrected Transcript \n25-Feb-2026 \n \n \n1-877-FACTSET www.callstreet.com \n \n19\nCopyright © 2001-2026 FactSet CallStreet, LLC\n \n \n \nDisclaimer \nThe information herein is based on sources we believe to be reliable but is not guaranteed by us and does not purport to be a complete or error-free statement or summary of the available data. \nAs such, we do not warrant, endorse or guarantee the completeness, accuracy, integrity, or timeliness of the information. You must evaluate, and bear all risks associated with, the use of any \ninformation provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis \nof investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. 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All rights reserved.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/Disclaimer", - "metadata": { - "length": 2917, - "summary": "This page is the cover sheet for a corrected transcript of NVIDIA Corp.'s Q4 2026 Earnings Call, dated February 25, 2026. It contains a detailed legal disclaimer stating that the information is provided 'as is' and does not constitute financial advice. 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This page is a transcript from NVIDIA Corp.'s Q4 2026 Earnings Call, discussing the company's financial performance and technological advancements. It highlights strong data center revenue growth driven by Blackwell and Hopper products, significant R&D investment, and the success of networking solutions like NVLink and Spectrum-X Ethernet. The text also details customer adoption of AI infrastructure, specifically mentioning Meta's use of NVIDIA technology for their GEM model. This page is a segment of the corrected transcript for NVIDIA Corp.'s Q4 2026 Earnings Call. It details financial performance and strategic updates, including sovereign AI growth driven by customers in Canada, France, and the UK; the unveiling of the new Rubin platform at CES; and strong gaming revenue of $3.7 billion. The text also covers advancements in Professional Visualization, noting a record $1.3 billion in revenue. This page is a segment of the NVIDIA Corp. 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It features questions from analysts Vivek Arya (Bank of America Securities) and Joe Moore (Morgan Stanley), and responses from CEO Jen Hsun Huang. The discussion covers topics such as cloud CapEx growth, the inflection point of agentic AI, and strategic investments in companies like Anthropic and OpenAI.", - "chunk_count": 19, - "children": [ - { - "title": "Operator: Your next question comes from Harlan Sur with JPMorgan. Your line is open.", - "path": "NVDA Q4 FY26 Earnings Call Transcript.pdf/Root/QUESTION AND ANSWER SECTION/Operator: Your next question comes from Harlan Sur with JPMorgan. 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In these systems, \nagents can work together on complex tasks or compete against each other to improve their performance.\nMulti-agent systems", - "path": "AI Agents Overview.pdf/Root/Category/Multi-agent systems", - "metadata": { - "length": 331, - "summary": "The page illustrates the concept of multi-agent systems, featuring a diagram that depicts an 'LLM Master Agent' delegating tasks to specialized sub-agents (Customer Service, Sales, Help Desk) which then utilize specific skills or APIs. The text explains that LLM agents can interact collaboratively or competitively to achieve advancement through teamwork or adversarial interactions.", - "page_nums": [ - 6 - ], - "keywords": [ - "LLM Master Agent", - "LLM Agent 1", - "LLM Agent 2", - "LLM Agent 3" - ], - "connect_to": [ - { - "target": "asset_7f4f3725-b641-5f6f-bfb6-7c0c273e007b", - "relation": "embeds", - "ref": "[images/image_page_6_figure_1.png]" - }, - { - "target": "asset_d49086b7-c910-5d18-a2c7-ff5574dc210a", - "relation": "embeds", - "ref": "[images/image_page_6_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_64cc75d3-1112-5438-9ed5-5b002197e8a8", - "type": "page", - "content": "Human-Agent cooperation: LLM agents can interact with humans, providing them with \nassistance and performing tasks more efficiently and safely. \nExample: interactively write code together with ChatGPT.\nHuman-Agent cooperation\nhttps://gptpluginz.com/llm-agents/", - "path": "AI Agents Overview.pdf/Root/Category/Human-Agent cooperation", - "metadata": { - "length": 260, - "summary": "The page illustrates the concept of Human-Agent cooperation, explaining that LLM agents can interact with humans to perform tasks efficiently and safely. It features a diagram titled 'MetaGPT Agents Collaboration with Developing SOP' which details a workflow involving roles like Product Manager, Architect, Project Manager, Engineer, and QA Engineer. The diagram also includes an example of human interaction where a user requests a Flappy Bird game and receives feedback from the system.", - "page_nums": [ - 7 - ], - "keywords": [ - "MetaGPT", - "ChatGPT" - ], - "connect_to": [ - { - "target": "asset_dc080370-5a99-5488-bf5b-a2553830d869", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_e907a8e8-7932-5f7d-bec9-557049a768a0", - "type": "page", - "content": "Agent-to-Agent (A2A) Protocol\n●\nA protocol enabling standardized \ncommunication across agents \n●\nSupport agents using different \nframeworks to communicate \n●\nA client (local) agent can discover \nagents by fetching “Agent Card” \nof available remote agents \n●\nAnd then delegate a task to the \nchosen remote agent \n●\nSupports streaming and asynchronous \npush notifications for long tasks\n\nHere is a famous picture from Lilian Weng (from OpenAI)\nWhat is LLM Agents\nhttps://gptpluginz.com/llm-agents/\nhttps://lilianweng.github.io/posts/2023-06-23-agent/", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol", - "metadata": { - "length": 548, - "summary": "The section titled 'Agent-to-Agent (A2A) Protocol' describes a standardized communication framework designed to enable agents using different frameworks to interact. It outlines the process where a local client agent discovers remote agents by fetching their 'Agent Card', delegates tasks to them, and supports streaming or asynchronous push notifications for long-running tasks. The accompanying diagram illustrates the interaction flow between an A2A Client and an A2A Server, covering discovery, task delegation via messages, progress notifications, and result retrieval.", - "page_nums": [ - 8, - 9 - ], - "keywords": [ - "Lilian Weng", - "OpenAI" - ], - "connect_to": [ - { - "target": "asset_5732a7e8-3fc0-50d9-bb3b-23f07192bd7e", - "relation": "embeds", - "ref": "[images/image_page_8_figure_1.png]" - }, - { - "target": "asset_8e352ade-ab4f-531c-b2d3-3bcbd37aa8ec", - "relation": "embeds", - "ref": "[images/image_page_9_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - }, - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_51bb8c1c-7ab7-5787-a100-80473af2dace", - "type": "page", - "content": "Planning: \nƔ\nSubgoal and decomposition: The agent breaks down large tasks into smaller, manageable \nsubgoals, enabling efficient handling of complex tasks.\nƔ\nReflection and refinement: The agent can do self-criticism and self-reflection over past \nactions, learn from mistakes and refine them for future steps, thereby improving the quality \nof final results.\nWhat is LLM Agents\nhttps://gptpluginz.com/llm-agents/\nhttps://lilianweng.github.io/posts/2023-06-23-agent/", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Planning:", - "metadata": { - "length": 466, - "summary": "This page explains the concept of LLM Agents, specifically focusing on the 'Planning' aspect. It details two key components: subgoal and decomposition, which involves breaking down large tasks into smaller manageable parts, and reflection and refinement, where the agent learns from past actions to improve future results. A diagram illustrates the architecture of an Agent interacting with Memory, Tools, Action, and Planning modules.", - "page_nums": [ - 10 - ], - "keywords": [ - "LLM Agents", - "gptpluginz.com", - "lilianweng.github.io" - ], - "connect_to": [ - { - "target": "asset_5844ea9f-02af-58c7-8ff9-075808cf24f0", - "relation": "embeds", - "ref": "[images/image_page_10_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_c57e62f0-e74c-50b0-91b0-5a707d86918b", - "type": "page", - "content": "Task Decomposition: Chain of thought\nChain of Thought (CoT) has become a standard prompting technique for enhancing model \nperformance on complex tasks. The model is instructed to ³think step by step´ to utilize more test-\ntime computation to decompose hard tasks into smaller and simpler steps. CoT transforms big \ntasks into multiple manageable tasks and shed lights into an interpretation of the model¶s thinking \nprocess.\nChain-of-Thought Prompting Elicits Reasoning in Large Language Models", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Planning:/Task Decomposition: Chain of thought", - "metadata": { - "length": 495, - "summary": "This page introduces Chain of Thought (CoT) as a prompting technique that enhances model performance by instructing the model to 'think step by step' and decompose complex tasks into smaller steps. It visually contrasts Standard Prompting with Chain-of-Thought Prompting using math word problems, demonstrating how CoT leads to correct reasoning and answers compared to incorrect outputs from standard methods. Additionally, Figure 2 presents a bar chart showing that PaLM 540B achieves state-of-the-art performance on the GSM8K benchmark when using chain-of-thought prompting.", - "page_nums": [ - 11 - ], - "keywords": [ - "Chain of Thought", - "CoT", - "PaLM 540B", - "GPT-3", - "GSM8K", - "Cobbe et al." - ], - "connect_to": [ - { - "target": "asset_32af31e9-3032-5c8c-b65b-84356378df04", - "relation": "embeds", - "ref": "[images/image_page_11_figure_1.png]" - }, - { - "target": "asset_b45f8366-46f8-5ee6-b7d5-17d669b35587", - "relation": "embeds", - "ref": "[images/image_page_11_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_8823eb45-3093-5e8a-992f-beb48f79f14a", - "type": "page", - "content": "Task Decomposition: Tree of Thoughts\nTree of Thoughts extends CoT by exploring multiple reasoning possibilities at each step. It first \ndecomposes the problem into multiple thought steps and generates multiple thoughts per step, \ncreating a tree structure. The search process can be BFS (breadth-first search) or DFS (depth-first \nsearch) with each state evaluated by a classifier (via a prompt) or majority vote.\nTree of Thoughts: Deliberate Problem Solving with Large Language Models", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Planning:/Task Decomposition: Tree of Thoughts", - "metadata": { - "length": 485, - "summary": "This page introduces the 'Tree of Thoughts' (ToT) method, a task decomposition technique that extends Chain of Thought (CoT) by exploring multiple reasoning possibilities at each step. It describes how ToT creates a tree structure through multiple thought steps and utilizes search processes like BFS or DFS, evaluating states via classifiers or majority vote. The page includes a figure comparing four prompting strategies: Input-Output Prompting (IO), Chain of Thought Prompting (CoT), Self Consistency with CoT (CoT-SC), and Tree of Thoughts (ToT).", - "page_nums": [ - 12 - ], - "keywords": [ - "Tree of Thoughts", - "CoT", - "BFS", - "DFS", - "Input-Output Prompting", - "Chain of Thought Prompting", - "Self Consistency with CoT", - "Tree of Thoughts: Deliberate Problem Solving with Large Language Models" - ], - "connect_to": [ - { - "target": "asset_ca640eb6-b0b1-5178-8dda-580adc11c380", - "relation": "embeds", - "ref": "[images/image_page_12_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_48386d94-ca51-5bab-bbc3-61c55e2ff927", - "type": "page", - "content": "Self-Reflection: ReACT\nReACT integrates reasoning and acting within LLM by extending the action space to be a \ncombination of task-specific discrete actions and the language space. The former enables LLM \nto interact with the environment (e.g. use Wikipedia search API), while the latter prompting LLM \nto generate reasoning traces in natural language.\nThe ReAct prompt template incorporates explicit steps for LLM to think, roughly formatted as:\nReAct: Synergizing Reasoning and Acting in Language Models\n\nSelf-Reflection: ReACT\nIn both experiments on knowledge-intensive tasks and decision-making tasks, ReAct works better \nthan the Act-only baseline where 7KRXJKW\u001d\u0003« step is removed.\nReAct: Synergizing Reasoning and Acting in Language Models", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Planning:/Self-Reflection: ReACT", - "metadata": { - "length": 745, - "summary": "The page describes the ReACT framework, which integrates reasoning and acting within Large Language Models (LLMs) by combining task-specific discrete actions with natural language generation. It explains that this approach allows LLMs to interact with environments (e.g., via Wikipedia search APIs) while generating reasoning traces. The text also presents a prompt template structure consisting of repeating 'Thought', 'Action', and 'Observation' steps. The page presents a comparative analysis of different reasoning strategies for an AI agent, titled 'Self-Reflection: ReACT'. It contrasts four approaches—Standard, Chain-of-Thought (CoT), Act-Only, and the proposed ReAct (Reason + Act)—using a specific question about the Apple Remote. The diagram illustrates how the ReAct method successfully navigates search queries to find the correct answer ('keyboard function keys'), while other methods fail or provide incorrect answers.", - "page_nums": [ - 13, - 14 - ], - "keywords": [ - "ReACT", - "LLM", - "Wikipedia", - "Apple Remote", - "Apple TV", - "iPhone", - "iPad", - "iPod Touch", - "Front Row" - ], - "connect_to": [ - { - "target": "asset_591887dc-e262-5fbb-8760-54186884a060", - "relation": "embeds", - "ref": "[images/image_page_13_figure_1.png]" - }, - { - "target": "asset_1bc42cb0-894b-5f6f-a688-7683bc0e8a0a", - "relation": "embeds", - "ref": "[images/image_page_14_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - }, - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_bea3a45d-637a-5eb0-a02f-8422189421f7", - "type": "page", - "content": "Memory: \nƔ\nShort-term memory: all the in-context learning is \nutilizing short-term memory of the model to learn.\nƔ\nLong-term memory: this provides the agent with \nthe capability to retain and recall (infinite) \ninformation over extended periods, often by \nleveraging an external vector store and fast retrieval.\nWhat is LLM Agents\nhttps://gptpluginz.com/llm-agents/\nhttps://lilianweng.github.io/posts/2023-06-23-agent/", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:", - "metadata": { - "length": 418, - "summary": "This page defines the concept of 'LLM Agents' with a specific focus on their memory systems. It distinguishes between short-term memory, which relies on in-context learning, and long-term memory, which allows for infinite information retention using external vector stores. A diagram illustrates the architecture of an agent, showing how it interacts with tools, planning, action, and both types of memory.", - "page_nums": [ - 15 - ], - "keywords": [ - "LLM Agents", - "gptpluginz.com", - "lilianweng.github.io" - ], - "connect_to": [ - { - "target": "asset_e85b9dfe-e895-5740-8734-92149aa21bdd", - "relation": "embeds", - "ref": "[images/image_page_15_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_f5913cb2-0f8e-5021-bd48-d7a04b163fa1", - "type": "page", - "content": "LLM Agent Memory: Types of Memory in LLMs\n1.\nSensory Meory: learning embedding representations for raw inputs, including text, image or \nother modalities; [Vision encoder/speech encoder]\n2.\nShort-Term Memory (STM): in-context learning. It is short and finite, as it is restricted by \nthe finite context window length of Transformer. [prompt engineering]\n3.\nLong-Term Memory (LTM): the external vector store that the agent can attend to at query \ntime, accessible via fast retrieval. [Retrieval-augmented LMs ]", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/LLM Agent Memory: Types of Memory in LLMs", - "metadata": { - "length": 509, - "summary": "The page outlines the types of memory in LLMs, starting with a hierarchical diagram that categorizes memory into Sensory, Short-term (Working), and Long-term memory, further breaking down Long-term memory into Explicit/Declarative and Implicit/Procedural types. Below the diagram, three numbered points define these concepts in the context of AI: Sensory Memory involves learning embeddings for raw inputs like text or images; Short-Term Memory (STM) refers to in-context learning limited by the Transformer's context window; and Long-Term Memory (LTM) describes an external vector store accessible via retrieval.", - "page_nums": [ - 16 - ], - "keywords": [ - "LLM Agent Memory", - "Transformer" - ], - "connect_to": [ - { - "target": "asset_59c5a1b0-ea0a-5a80-9170-e5f3980736f6", - "relation": "embeds", - "ref": "[images/image_page_16_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_07543d38-81d2-5249-b52a-99e9c2a78659", - "type": "page", - "content": "Agent Memory Types\n●\nSemantic: facts and general \nknowledge \n●\nEpisodic: past requests/actions \n●\nProcedural: skills defined in \nprograms or fine-tuned \n●\nShort-term: context within a \nrequest execution\nhttps://www.newsletter.swirlai.com/p/simple-way-to-explain-memory-in-ai", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Agent Memory Types", - "metadata": { - "length": 274, - "summary": "The page outlines four types of agent memory: Semantic (facts and general knowledge), Episodic (past requests/actions), Procedural (skills defined in programs or fine-tuned), and Short-term (context within a request execution). The right side features a diagram titled 'AI Agents Memory' illustrating the architecture, including components like LLM, Orchestrator, Vector Database, and various memory types such as Episodic, Semantic, and Procedural Memory.", - "page_nums": [ - 17 - ], - "keywords": [ - "Aurimas Griciunas", - "LinkedIn", - "Swirl AI" - ], - "connect_to": [ - { - "target": "asset_49dd7428-c30c-5432-972c-dd5acf9d105a", - "relation": "embeds", - "ref": "[images/image_page_17_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_db4ddf41-c056-5921-805d-df14c9498987", - "type": "page", - "content": "Limitations of LLM without external data (Why RAG)\n●\nStatic: LLM’s knowledge is frozen at the time of training \n●\nNo proprietary info: LLM usually trained with only public data \n●\nNon-attributable: Difficult to trace the source of an LLM generation \n●\nHallucination: Easier to hallucinate when asked about knowledge outside \ntraining set", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Limitations of LLM without external data (Why RAG)", - "metadata": { - "length": 337, - "summary": "The page outlines the limitations of Large Language Models (LLMs) when used without external data, serving as a justification for Retrieval-Augmented Generation (RAG). It lists four key issues: static knowledge frozen at training time, lack of proprietary information due to reliance on public data, difficulty in attributing sources of generation, and susceptibility to hallucinations regarding out-of-training-set topics.", - "page_nums": [ - 18 - ], - "keywords": [ - "LLM", - "RAG" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_e1bcffd3-9503-5538-802d-3f7f7f549ca2", - "type": "page", - "content": "Retrieve-Augmented Generation (RAG)\n●\nData source \n●\nCan be structured data, raw documents, images, videos, etc. \n●\nPreprocessed by chunking and embedding, usually stored in a vector DB \n●\nRetrieve \n●\nConvert query into embedding \n●\nGet the chunk from the DB with highest similarity with the embedding \n●\nAugment and generate \n●\nSummarize and combine the retrieved chunks with existing context \n●\nFed to downstream LLMs or tools in an agent\n\nsource: https://www.designveloper.com/blog/what-is-retrieval-augmented-generation/", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)", - "metadata": { - "length": 524, - "summary": "The section titled 'Retrieve-Augmented Generation (RAG)' outlines the core components and workflow of RAG systems. It describes three main stages: Data source, where raw data is chunked and embedded into a vector database; Retrieve, where queries are converted to embeddings to find similar chunks; and Augment and generate, where retrieved context is combined with existing context and fed to downstream LLMs or agents. The accompanying diagram visualizes this process, showing data flowing through chunking and an embedding model into a vector store, which then provides relevant context to a prompt for an LLM to generate a response.", - "page_nums": [ - 19, - 20 - ], - "keywords": [ - "LLMs", - "designveloper.com" - ], - "connect_to": [ - { - "target": "asset_6b6bb2b0-efd8-58b1-ac7e-00f4244ebdf2", - "relation": "embeds", - "ref": "[images/image_page_20_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 19, - "artifact_ref": "page_citation_assets/page-19.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - }, - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_e4bcb31a-54aa-5807-9c35-836c282053d7", - "type": "page", - "content": "Why retrieval-based LMs?\nLLMs are large and expensive to train and run\ne.g., RETRO (Borgeaud et al., 2021): ³obtains comparable \nperformance to GPT-3 on the Pile, despite using 25x fewer \nparameters´\nLong-term goal: can we possibly reduce the training\nand inference costs, and scale down the size of LLMs?", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)/Why retrieval-based LMs?", - "metadata": { - "length": 305, - "summary": "The section titled 'Why retrieval-based LMs?' explains that Large Language Models (LLMs) are large and expensive to train and run. It contrasts a standard LM with a retrieval-based approach where an LM interacts with a datastore, suggesting this method can reduce costs and model size.", - "page_nums": [ - 21 - ], - "keywords": [ - "RETRO", - "Borgeaud et al.", - "GPT-3" - ], - "connect_to": [ - { - "target": "asset_ffdb76b8-5227-5efa-a2df-b152f82bfa07", - "relation": "embeds", - "ref": "[images/image_page_21_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_a288d3be-46b7-579b-aee2-99e07e285a10", - "type": "page", - "content": "[SAME-AS AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)/Why retrieval-based LMs? p21]", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)/Long-term goal: can we possibly reduce the training and inference costs, and scale down the size of LLMs?", - "metadata": { - "length": 140, - "summary": "The section discusses the motivation for retrieval-based language models (LMs) by highlighting that large language models (LLMs) are expensive to train and run. It poses a long-term goal of reducing training and inference costs while scaling down model size. As an example, it cites RETRO (Borgeaud et al., 2021), which achieves comparable performance to GPT-3 on the Pile dataset using 25 times fewer parameters.", - "page_nums": [ - 21 - ], - "keywords": [ - "RETRO", - "Borgeaud et al.", - "GPT-3", - "the Pile" - ], - "connect_to": [ - { - "target": "asset_ffdb76b8-5227-5efa-a2df-b152f82bfa07", - "relation": "related", - "ref": "[images/image_page_21_figure_1.png]", - "same_as_owner": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)/Why retrieval-based LMs?" - } - ], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_f001c222-87eb-5517-b682-a0b50ec450c7", - "type": "page", - "content": "Tool use: \nƔ\nThe agent learns to call external APIs for extra information that is missing from the model \nweights (often hard to change after pre-training), including current information, code \nexecution capability, access to proprietary information sources and more.\nWhat is LLM Agents\nhttps://gptpluginz.com/llm-agents/\nhttps://lilianweng.github.io/posts/2023-06-23-agent/\n\nEquipping Agents: The Power of Tooling\n●\nTools: external functions, APIs, or even another (utility) agent (e.g., MCP \nserver) \n●\nAgents can often decide when to call tools and what tools to call \n●\nCommon tools \n○\nWeb search + crawling \n○\nBrowser \n○\nSocial media, email hooks \n○\nCode + CLI execution\n\nhttps://lilianweng.github.io/posts/2023-06-23-agent/\nAction:\nƔ\nThe agent's ability to execute actions in the real or virtual world is crucial. This can range \nfrom performing tasks in a digital environment to controlling physical robots or devices. \nThe execution phase relies on the agent's planning, memory, and tool use to carry out \ntasks effectively and adaptively.\nWhat is LLM Agents\nhttps://gptpluginz.com/llm-agents/", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Tool use:", - "metadata": { - "length": 1101, - "summary": "The section titled 'Equipping Agents: The Power of Tooling' defines tools as external functions, APIs, or utility agents (such as an MCP server) that LLM agents can call. It highlights that agents have the autonomy to decide when and which tools to invoke. The text lists common tool categories including web search and crawling, browsers, social media and email hooks, and code plus CLI execution.", - "page_nums": [ - 22, - 23, - 24 - ], - "keywords": [ - "MCP server" - ], - "connect_to": [ - { - "target": "asset_1dc190d2-2cdb-549c-bd40-6e5ab0f7c35d", - "relation": "embeds", - "ref": "[images/image_page_22_figure_1.png]" - }, - { - "target": "asset_9954a93f-1caa-533a-810d-a5f6a4388e3d", - "relation": "embeds", - "ref": "[images/image_page_24_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - }, - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - }, - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_97b1aa29-3cea-521a-a3c9-62b1d99d77ad", - "type": "page", - "content": "Ɣ\nLanguage Mastery: Their inherent capability to both \ncomprehend and produce language ensures seamless \nuser interaction.\nƔ\nDecision-making: LLMs are equipped to reason and \ndecide, making them adept at solving intricate issues.\nƔ\nFlexibility: Their adaptability ensures they can be \nmolded for diverse applications.\nƔ\nCollaborative Interactions: They can collaborate \nwith humans or other agents, paving the way for \nmultifaceted interactions.\nWhy LLM Agents stand out?", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?", - "metadata": { - "length": 471, - "summary": "The page explains why LLM Agents stand out by highlighting four key capabilities: Language Mastery, Decision-making, Flexibility, and Collaborative Interactions. A visual diagram on the right uses a SpongeBob meme format to illustrate the evolution from a basic LLM to an Agent, which combines LLMs with Planning, Memory, and Tools.", - "page_nums": [ - 25 - ], - "keywords": [ - "LLM", - "SpongeBob" - ], - "connect_to": [ - { - "target": "asset_db9a38f5-c388-5b96-9e8b-4450a4ba1dfb", - "relation": "embeds", - "ref": "[images/image_page_25_figure_1.png]" - }, - { - "target": "asset_98ab5096-7f8a-51af-bbae-5255356de55c", - "relation": "embeds", - "ref": "[images/image_page_25_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_36ee409c-ec79-5c9f-87ef-077d06f637c8", - "type": "page", - "content": "HuggingGPT: Solving AI Tasks with ChatGPT and its Friends in Hugging Face\nLLMs + APIs to expert models: HuggingGPT\n\nHuggingGPT: Solving AI Tasks with ChatGPT and its Friends in Hugging Face\nThe system comprises of 4 stages:\nƔ\nTask Planning: LLM analyze the user's \nrequests, breaking them down into solvable \ntasks through prompts. \nƔ\nModel Selection: LLM is presented with a \nlist of models to choose from and distributes \nthe tasks to expert models. LLM.\nƔ\nTask Execution: Expert models execute on \nthe specific tasks and log results.\nƔ\nResponse Generation: LLM receives the \nexecution results and provides summarized \nresults to users.\nLLMs + APIs to expert models: HuggingGPT", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?/LLMs + APIs to expert models: HuggingGPT", - "metadata": { - "length": 679, - "summary": "The section describes the HuggingGPT system, which integrates Large Language Models (LLMs) with expert models via APIs to solve complex AI tasks. The system operates through four distinct stages: Task Planning, where the LLM breaks down user requests into solvable sub-tasks; Model Selection, where the LLM chooses appropriate expert models from a list for each task; Task Execution, where the selected expert models perform the specific tasks and log results; and Response Generation, where the LLM synthesizes the execution results to provide a summarized response to the user.", - "page_nums": [ - 26, - 27 - ], - "keywords": [ - "HuggingGPT", - "HuggingFace" - ], - "connect_to": [ - { - "target": "asset_865b70e5-37b9-554c-880a-6cc2f8289ddb", - "relation": "embeds", - "ref": "[images/image_page_26_figure_1.png]" - }, - { - "target": "asset_2a6c504c-aeb9-54d4-9b76-557bde6d473a", - "relation": "embeds", - "ref": "[images/image_page_27_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - }, - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_61dfffd6-5f5b-534c-a587-c1bd9f973d5f", - "type": "page", - "content": "TALM: Tool Augmented Language Models\nTALM: Tool Augmented Language Models\nLLMs + training for tool use: TALM", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?/LLMs + training for tool use: TALM", - "metadata": { - "length": 108, - "summary": "The page presents a diagram comparing a standard Language Model with a Tool Augmented Language Model (TALM). The top section illustrates the basic input-to-output flow of a standard model, while the bottom section details the TALM process, which involves taking an input, calling an external tool to generate a result, and appending that result before producing the final output. The slide is titled 'LLMs + training for tool use: TALM'.", - "page_nums": [ - 28 - ], - "keywords": [ - "TALM", - "Tool Augmented Language Models" - ], - "connect_to": [ - { - "target": "asset_5e581ea3-e69c-5801-a992-100942877554", - "relation": "embeds", - "ref": "[images/image_page_28_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_2dcee0a7-f321-5792-820d-7c44a02cfa32", - "type": "page", - "content": "Toolformer: Language Models Can Teach Themselves to Use Tools\nLLMs + training for tool use: Toolformer", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?/LLMs + training for tool use: Toolformer", - "metadata": { - "length": 102, - "summary": "This slide illustrates the concept of 'Toolformer', a method for training Large Language Models (LLMs) to use external tools. It displays four examples where an LLM invokes specific tools—such as a calculator, a question-answering system, a machine translation tool, and a search engine—to retrieve information or perform calculations within its text generation process. The right side of the slide features icons representing these tools: a calculator, a Q&A icon, Google Translate, and Wikipedia.", - "page_nums": [ - 29 - ], - "keywords": [ - "The New England Journal of Medicine", - "Massachusetts Medical Society", - "MMS", - "California", - "Brown Act", - "The Ralph M. Brown Act", - "California State Legislature" - ], - "connect_to": [ - { - "target": "asset_ecdaf8b8-90d2-5137-9cba-dc0e9f5064a8", - "relation": "embeds", - "ref": "[images/image_page_29_figure_1.png]" - }, - { - "target": "asset_e52518bb-ee6d-57f9-adc3-a13c4af839db", - "relation": "embeds", - "ref": "[images/image_page_29_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_903eb1e5-4704-50c4-822f-6af85bef6b71", - "type": "page", - "content": "MCP (Model Context Protocol)\n●\nConnecting (N) LLMs to (M) external tools/resources used to be a NxM problem \n●\nMCP standardizes the LLM-tool communication into a N->1->M process \n●\nBuild with a client-server model \n●\nMCP client: the agent that needs to call tool/data \n●\nMCP server: a service to expose external tools and data sources", - "path": "AI Agents Overview.pdf/Root/MCP (Model Context Protocol)", - "metadata": { - "length": 334, - "summary": "This page introduces the Model Context Protocol (MCP), a standard designed to simplify connecting multiple Large Language Models (LLMs) to various external tools and resources. It explains that while direct connections used to be an NxM problem, MCP standardizes this into an N->1->M process using a client-server model where clients request data and servers expose it. A diagram illustrates this architecture by contrasting the complex web of connections 'without MCP' against the streamlined hub-and-spoke topology 'with MCP'.", - "page_nums": [ - 30 - ], - "keywords": [ - "MCP", - "Model Context Protocol", - "LLMs" - ], - "connect_to": [ - { - "target": "asset_bf40ff8e-7844-59d0-9d09-dad403add7a9", - "relation": "embeds", - "ref": "[images/image_page_30_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_8355daaa-f4db-5883-b409-7a07f749c483", - "type": "page", - "content": "AI Agent/Workflow Frameworks\n●\nFrameworks initially proposed to standardize AI workflows, provide some out-of-box \ndesign patterns and abstractions \n●\nSome examples \n●\nLangChain: Came out the earliest, probably the most popular and hardest to use \n●\nLlamaIndex: Good RAG support \n●\nCrewAI and Camel: multi-agent framework for more complex tasks \n●\nBut a lot of unnecessary, added complexity for agents, harder to customize \n●\nMy experience of what’s the easiest and sufficient for many tasks \n●\nNo framework (pure Python) \n●\nNo MCP (can just write your own functions or hooks) \n●\nNo A2A (no need for multi-agent)", - "path": "AI Agents Overview.pdf/Root/AI Agent∕Workflow Frameworks", - "metadata": { - "length": 612, - "summary": "This page discusses AI Agent/Workflow Frameworks, describing them as tools designed to standardize workflows and provide design patterns. It lists examples such as LangChain, LlamaIndex, CrewAI, and Camel, noting their specific strengths like RAG support or multi-agent capabilities. The text concludes with a personal perspective suggesting that for many tasks, using no framework (pure Python) is often the easiest and most sufficient approach.", - "page_nums": [ - 31 - ], - "keywords": [ - "LangChain", - "LlamaIndex", - "CrewAI", - "Camel" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_944ea52c-ee4b-502e-80f4-f12e53545646", - "type": "page", - "content": "What is AI Agent Infra?\n●\nAgent testing and evaluation \n○\nUnit + e2e test, metrics, benchmarks, human-in-the-loop \n●\nAgent autotuning and optimization \n○\nAutomated prompt tuning, model selection, tool selection, workflow \noptimization \n●\nAgent hosting \n○\nServerless or long-running? \n○\nStateful or stateless? \n●\nTooling, memory, data", - "path": "AI Agents Overview.pdf/Root/What is AI Agent Infra?", - "metadata": { - "length": 334, - "summary": "This page defines the components of AI Agent Infrastructure (AI Agent Infra). It outlines four main areas: agent testing and evaluation (including unit tests, benchmarks, and human-in-the-loop), agent autotuning and optimization (covering prompt tuning, model selection, and workflow optimization), agent hosting considerations (serverless vs. long-running, stateful vs. stateless), and tooling, memory, and data.", - "page_nums": [ - 32 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - }, - { - "chunk_id": "node_455ceca4-0385-5fb8-9944-0311d5066228", - "type": "page", - "content": "Demo Time: Eigent Computer-Use \nAgent performing a Discord \nsummarization task", - "path": "AI Agents Overview.pdf/Root/Demo Time: Eigent Computer-Use Agent performing a Discord summarization task", - "metadata": { - "length": 78, - "summary": "The page displays a title slide for a demonstration. It introduces the 'Eigent Computer-Use Agent' and specifies that the demo will show this agent performing a summarization task on Discord.", - "page_nums": [ - 33 - ], - "keywords": [ - "Eigent", - "Discord" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 33, - "artifact_ref": "page_citation_assets/page-33.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1440, - "height": 810 - } - ] - } - } - ] -} diff --git a/apps/api/app/data/demo_documents/research-ai-agents-overview/doc_nav.json b/apps/api/app/data/demo_documents/research-ai-agents-overview/doc_nav.json deleted file mode 100644 index c4ad94c30..000000000 --- a/apps/api/app/data/demo_documents/research-ai-agents-overview/doc_nav.json +++ /dev/null @@ -1,378 +0,0 @@ -{ - "version": "1.0", - "file_name": "AI Agents Overview.pdf", - "stats": { - "total_chunks": 58, - "text_chunks": 0, - "image_chunks": 30, - "table_chunks": 0, - "page_chunks": 28, - "max_depth": 5 - }, - "sections": [ - { - "title": "Root", - "path": "AI Agents Overview.pdf/Root", - "level": 1, - "summary": "", - "chunk_count": 34, - "children": [ - { - "title": "AI Agents Overview", - "path": "AI Agents Overview.pdf/Root/AI Agents Overview", - "level": 2, - "summary": "This page is the title slide for a presentation titled 'AI Agents Overview' by Yiying Zhang. 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Additionally, Figure 2 presents a bar chart showing that PaLM 540B achieves state-of-the-art performance on the GSM8K benchmark when using chain-of-thought prompting.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Task Decomposition: Tree of Thoughts", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Planning:/Task Decomposition: Tree of Thoughts", - "level": 4, - "summary": "This page introduces the 'Tree of Thoughts' (ToT) method, a task decomposition technique that extends Chain of Thought (CoT) by exploring multiple reasoning possibilities at each step. It describes how ToT creates a tree structure through multiple thought steps and utilizes search processes like BFS or DFS, evaluating states via classifiers or majority vote. 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Below the diagram, three numbered points define these concepts in the context of AI: Sensory Memory involves learning embeddings for raw inputs like text or images; Short-Term Memory (STM) refers to in-context learning limited by the Transformer's context window; and Long-Term Memory (LTM) describes an external vector store accessible via retrieval.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Agent Memory Types", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Agent Memory Types", - "level": 4, - "summary": "The page outlines four types of agent memory: Semantic (facts and general knowledge), Episodic (past requests/actions), Procedural (skills defined in programs or fine-tuned), and Short-term (context within a request execution). 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It lists four key issues: static knowledge frozen at training time, lack of proprietary information due to reliance on public data, difficulty in attributing sources of generation, and susceptibility to hallucinations regarding out-of-training-set topics.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Retrieve-Augmented Generation (RAG)", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)", - "level": 4, - "summary": "The section titled 'Retrieve-Augmented Generation (RAG)' outlines the core components and workflow of RAG systems. It describes three main stages: Data source, where raw data is chunked and embedded into a vector database; Retrieve, where queries are converted to embeddings to find similar chunks; and Augment and generate, where retrieved context is combined with existing context and fed to downstream LLMs or agents. The accompanying diagram visualizes this process, showing data flowing through chunking and an embedding model into a vector store, which then provides relevant context to a prompt for an LLM to generate a response.", - "chunk_count": 4, - "children": [ - { - "title": "Why retrieval-based LMs?", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)/Why retrieval-based LMs?", - "level": 5, - "summary": "The section titled 'Why retrieval-based LMs?' explains that Large Language Models (LLMs) are large and expensive to train and run. It contrasts a standard LM with a retrieval-based approach where an LM interacts with a datastore, suggesting this method can reduce costs and model size.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Long-term goal: can we possibly reduce the training and inference costs, and scale down the size of LLMs?", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Memory:/Retrieve-Augmented Generation (RAG)/Long-term goal: can we possibly reduce the training and inference costs, and scale down the size of LLMs?", - "level": 5, - "summary": "The section discusses the motivation for retrieval-based language models (LMs) by highlighting that large language models (LLMs) are expensive to train and run. It poses a long-term goal of reducing training and inference costs while scaling down model size. As an example, it cites RETRO (Borgeaud et al., 2021), which achieves comparable performance to GPT-3 on the Pile dataset using 25 times fewer parameters.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "Tool use:", - "path": "AI Agents Overview.pdf/Root/Agent-to-Agent (A2A) Protocol/Tool use:", - "level": 3, - "summary": "The section titled 'Equipping Agents: The Power of Tooling' defines tools as external functions, APIs, or utility agents (such as an MCP server) that LLM agents can call. It highlights that agents have the autonomy to decide when and which tools to invoke. The text lists common tool categories including web search and crawling, browsers, social media and email hooks, and code plus CLI execution.", - "chunk_count": 3, - "children": [] - } - ] - }, - { - "title": "Why LLM Agents stand out?", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?", - "level": 2, - "summary": "The page explains why LLM Agents stand out by highlighting four key capabilities: Language Mastery, Decision-making, Flexibility, and Collaborative Interactions. A visual diagram on the right uses a SpongeBob meme format to illustrate the evolution from a basic LLM to an Agent, which combines LLMs with Planning, Memory, and Tools.", - "chunk_count": 5, - "children": [ - { - "title": "LLMs + APIs to expert models: HuggingGPT", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?/LLMs + APIs to expert models: HuggingGPT", - "level": 3, - "summary": "The section describes the HuggingGPT system, which integrates Large Language Models (LLMs) with expert models via APIs to solve complex AI tasks. The system operates through four distinct stages: Task Planning, where the LLM breaks down user requests into solvable sub-tasks; Model Selection, where the LLM chooses appropriate expert models from a list for each task; Task Execution, where the selected expert models perform the specific tasks and log results; and Response Generation, where the LLM synthesizes the execution results to provide a summarized response to the user.", - "chunk_count": 2, - "children": [] - }, - { - "title": "LLMs + training for tool use: TALM", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?/LLMs + training for tool use: TALM", - "level": 3, - "summary": "The page presents a diagram comparing a standard Language Model with a Tool Augmented Language Model (TALM). The top section illustrates the basic input-to-output flow of a standard model, while the bottom section details the TALM process, which involves taking an input, calling an external tool to generate a result, and appending that result before producing the final output. The slide is titled 'LLMs + training for tool use: TALM'.", - "chunk_count": 1, - "children": [] - }, - { - "title": "LLMs + training for tool use: Toolformer", - "path": "AI Agents Overview.pdf/Root/Why LLM Agents stand out?/LLMs + training for tool use: Toolformer", - "level": 3, - "summary": "This slide illustrates the concept of 'Toolformer', a method for training Large Language Models (LLMs) to use external tools. It displays four examples where an LLM invokes specific tools—such as a calculator, a question-answering system, a machine translation tool, and a search engine—to retrieve information or perform calculations within its text generation process. The right side of the slide features icons representing these tools: a calculator, a Q&A icon, Google Translate, and Wikipedia.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "MCP (Model Context Protocol)", - "path": "AI Agents Overview.pdf/Root/MCP (Model Context Protocol)", - "level": 2, - "summary": "This page introduces the Model Context Protocol (MCP), a standard designed to simplify connecting multiple Large Language Models (LLMs) to various external tools and resources. It explains that while direct connections used to be an NxM problem, MCP standardizes this into an N->1->M process using a client-server model where clients request data and servers expose it. A diagram illustrates this architecture by contrasting the complex web of connections 'without MCP' against the streamlined hub-and-spoke topology 'with MCP'.", - "chunk_count": 1, - "children": [] - }, - { - "title": "AI Agent/Workflow Frameworks", - "path": "AI Agents Overview.pdf/Root/AI Agent∕Workflow Frameworks", - "level": 2, - "summary": "This page discusses AI Agent/Workflow Frameworks, describing them as tools designed to standardize workflows and provide design patterns. It lists examples such as LangChain, LlamaIndex, CrewAI, and Camel, noting their specific strengths like RAG support or multi-agent capabilities. The text concludes with a personal perspective suggesting that for many tasks, using no framework (pure Python) is often the easiest and most sufficient approach.", - "chunk_count": 1, - "children": [] - }, - { - "title": "What is AI Agent Infra?", - "path": "AI Agents Overview.pdf/Root/What is AI Agent Infra?", - "level": 2, - "summary": "This page defines the components of AI Agent Infrastructure (AI Agent Infra). It outlines four main areas: agent testing and evaluation (including unit tests, benchmarks, and human-in-the-loop), agent autotuning and optimization (covering prompt tuning, model selection, and workflow optimization), agent hosting considerations (serverless vs. long-running, stateful vs. stateless), and tooling, memory, and data.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Demo Time: Eigent Computer-Use Agent performing a Discord summarization task", - "path": "AI Agents Overview.pdf/Root/Demo Time: Eigent Computer-Use Agent performing a Discord summarization task", - "level": 2, - "summary": "The page displays a title slide for a demonstration. 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(right) Multi-Head Attention consists of several attention layers running in parallel.\n[images/image_page_4_figure_1.png]", - "path": "images/image_page_4_figure_1.png", - "metadata": { - "length": 168, - "summary": "", - "page_nums": [ - 4 - ], - "file_path": "images/image_page_4_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_ef1c875e-5064-5ef7-aaf3-282f4a28cfb0", - "type": "table", - "content": "tables/table_page_9_1.html", - "path": "tables/table_page_9_1.html", - "metadata": { - "length": 26, - "summary": "", - "page_nums": [ - 9 - ], - "file_path": "tables/table_page_9_1.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "asset_74e2c364-e78d-534e-85ab-9bd0f3687246", - "type": "table", - "content": "tables/table_page_10_1.html", - "path": "tables/table_page_10_1.html", - "metadata": { - "length": 27, - "summary": "", - "page_nums": [ - 10 - ], - "file_path": "tables/table_page_10_1.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "asset_671e4b68-c386-57ee-a823-3603d90c10bf", - "type": "image", - "content": "Figure 3: An example of the attention mechanism following long-distance dependencies in the encoder self-attention in layer 5 of 6.\n[images/image_page_13_figure_1.png]", - "path": "images/image_page_13_figure_1.png", - "metadata": { - "length": 167, - "summary": "", - "page_nums": [ - 13 - ], - "file_path": "images/image_page_13_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_e74ff03a-0136-56db-b3cc-fce6fcd329f0", - "type": "image", - "content": "Figure 4: Two attention heads, also in layer 5 of 6, apparently involved in anaphora resolution.\n[images/image_page_14_figure_1.png]", - "path": "images/image_page_14_figure_1.png", - "metadata": { - "length": 132, - "summary": "", - "page_nums": [ - 14 - ], - "file_path": "images/image_page_14_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_cd3809c8-a8a9-5be8-9ca4-4733c2ddbbeb", - "type": "image", - "content": "Figure 5: Many of the attention heads exhibit behaviour that seems related to the structure of the sentence.\n[images/image_page_15_figure_1.png]", - "path": "images/image_page_15_figure_1.png", - "metadata": { - "length": 144, - "summary": "", - "page_nums": [ - 15 - ], - "file_path": "images/image_page_15_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "node_0f287a35-57e6-5514-9cbf-36f7a62bf071", - "type": "page", - "content": "Provided proper attribution is provided, Google hereby grants permission to\nreproduce the tables and figures in this paper solely for use in journalistic or\nscholarly works.\nAttention Is All You Need\nAshish Vaswani∗\nGoogle Brain\navaswani@google.com\nNoam Shazeer∗\nGoogle Brain\nnoam@google.com\nNiki Parmar∗\nGoogle Research\nnikip@google.com\nJakob Uszkoreit∗\nGoogle Research\nusz@google.com\nLlion Jones∗\nGoogle Research\nllion@google.com\nAidan N. Gomez∗†\nUniversity of Toronto\naidan@cs.toronto.edu\nŁukasz Kaiser∗\nGoogle Brain\nlukaszkaiser@google.com\nIllia Polosukhin∗‡\nillia.polosukhin@gmail.com\nAbstract\nThe dominant sequence transduction models are based on complex recurrent or\nconvolutional neural networks that include an encoder and a decoder. The best\nperforming models also connect the encoder and decoder through an attention\nmechanism. We propose a new simple network architecture, the Transformer,\nbased solely on attention mechanisms, dispensing with recurrence and convolutions\nentirely. Experiments on two machine translation tasks show these models to\nbe superior in quality while being more parallelizable and requiring significantly\nless time to train. Our model achieves 28.4 BLEU on the WMT 2014 English-\nto-German translation task, improving over the existing best results, including\nensembles, by over 2 BLEU. On the WMT 2014 English-to-French translation task,\nour model establishes a new single-model state-of-the-art BLEU score of 41.8 after\ntraining for 3.5 days on eight GPUs, a small fraction of the training costs of the\nbest models from the literature. We show that the Transformer generalizes well to\nother tasks by applying it successfully to English constituency parsing both with\nlarge and limited training data.\n∗Equal contribution. Listing order is random. Jakob proposed replacing RNNs with self-attention and started\nthe effort to evaluate this idea. Ashish, with Illia, designed and implemented the first Transformer models and\nhas been crucially involved in every aspect of this work. Noam proposed scaled dot-product attention, multi-head\nattention and the parameter-free position representation and became the other person involved in nearly every\ndetail. Niki designed, implemented, tuned and evaluated countless model variants in our original codebase and\ntensor2tensor. Llion also experimented with novel model variants, was responsible for our initial codebase, and\nefficient inference and visualizations. Lukasz and Aidan spent countless long days designing various parts of and\nimplementing tensor2tensor, replacing our earlier codebase, greatly improving results and massively accelerating\nour research.\n†Work performed while at Google Brain.\n‡Work performed while at Google Research.\n31st Conference on Neural Information Processing Systems (NIPS 2017), Long Beach, CA, USA.\narXiv:1706.03762v7 [cs.CL] 2 Aug 2023", - "path": "Attention Is All You Need.pdf/Root/Attention Is All You Need", - "metadata": { - "length": 2857, - "summary": "The section titled 'Attention Is All You Need' lists the authors of the paper, their affiliations (primarily Google Brain and Google Research), and their contact information. It also includes a footnote detailing the equal contributions of the authors to the work.", - "page_nums": [ - 1 - ], - "keywords": [ - "Ashish Vaswani", - "Noam Shazeer", - "Niki Parmar", - "Jakob Uszkoreit", - "Llion Jones", - "Aidan N. Gomez", - "Łukasz Kaiser", - "Illia Polosukhin", - "Google Brain", - "Google Research", - "University of Toronto" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d0222465-bc39-5b12-ad0e-8bc78abda1ce", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/Attention Is All You Need p1]", - "path": "Attention Is All You Need.pdf/Root/Abstract", - "metadata": { - "length": 73, - "summary": "The abstract introduces the Transformer, a new network architecture based solely on attention mechanisms that dispenses with recurrence and convolutions. It highlights that this model is superior in quality, more parallelizable, and requires significantly less training time compared to dominant sequence transduction models. The text details performance results on machine translation tasks (WMT 2014 English-to-German and English-to-French), noting state-of-the-art BLEU scores achieved with reduced training costs. Additionally, it mentions successful application of the Transformer to English constituency parsing.", - "page_nums": [ - 1 - ], - "keywords": [ - "Transformer", - "Google Brain", - "Google Research", - "University of Toronto", - "WMT 2014", - "31st Conference on Neural Information Processing Systems", - "NIPS 2017", - "Long Beach", - "CA", - "USA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_22913b43-d891-5721-a32f-a96903ba3179", - "type": "page", - "content": "1\nIntroduction\nRecurrent neural networks, long short-term memory [13] and gated recurrent [7] neural networks\nin particular, have been firmly established as state of the art approaches in sequence modeling and\ntransduction problems such as language modeling and machine translation [35, 2, 5]. Numerous\nefforts have since continued to push the boundaries of recurrent language models and encoder-decoder\narchitectures [38, 24, 15].\nRecurrent models typically factor computation along the symbol positions of the input and output\nsequences. Aligning the positions to steps in computation time, they generate a sequence of hidden\nstates ht, as a function of the previous hidden state ht−1 and the input for position t. This inherently\nsequential nature precludes parallelization within training examples, which becomes critical at longer\nsequence lengths, as memory constraints limit batching across examples. Recent work has achieved\nsignificant improvements in computational efficiency through factorization tricks [21] and conditional\ncomputation [32], while also improving model performance in case of the latter. The fundamental\nconstraint of sequential computation, however, remains.\nAttention mechanisms have become an integral part of compelling sequence modeling and transduc-\ntion models in various tasks, allowing modeling of dependencies without regard to their distance in\nthe input or output sequences [2, 19]. In all but a few cases [27], however, such attention mechanisms\nare used in conjunction with a recurrent network.\nIn this work we propose the Transformer, a model architecture eschewing recurrence and instead\nrelying entirely on an attention mechanism to draw global dependencies between input and output.\nThe Transformer allows for significantly more parallelization and can reach a new state of the art in\ntranslation quality after being trained for as little as twelve hours on eight P100 GPUs.\n2\nBackground\nThe goal of reducing sequential computation also forms the foundation of the Extended Neural GPU\n[16], ByteNet [18] and ConvS2S [9], all of which use convolutional neural networks as basic building\nblock, computing hidden representations in parallel for all input and output positions. In these models,\nthe number of operations required to relate signals from two arbitrary input or output positions grows\nin the distance between positions, linearly for ConvS2S and logarithmically for ByteNet. This makes\nit more difficult to learn dependencies between distant positions [12]. In the Transformer this is\nreduced to a constant number of operations, albeit at the cost of reduced effective resolution due\nto averaging attention-weighted positions, an effect we counteract with Multi-Head Attention as\ndescribed in section 3.2.\nSelf-attention, sometimes called intra-attention is an attention mechanism relating different positions\nof a single sequence in order to compute a representation of the sequence. Self-attention has been\nused successfully in a variety of tasks including reading comprehension, abstractive summarization,\ntextual entailment and learning task-independent sentence representations [4, 27, 28, 22].\nEnd-to-end memory networks are based on a recurrent attention mechanism instead of sequence-\naligned recurrence and have been shown to perform well on simple-language question answering and\nlanguage modeling tasks [34].\nTo the best of our knowledge, however, the Transformer is the first transduction model relying\nentirely on self-attention to compute representations of its input and output without using sequence-\naligned RNNs or convolution. In the following sections, we will describe the Transformer, motivate\nself-attention and discuss its advantages over models such as [17, 18] and [9].\n3\nModel Architecture\nMost competitive neural sequence transduction models have an encoder-decoder structure [5, 2, 35].\nHere, the encoder maps an input sequence of symbol representations (x1, ..., xn) to a sequence\nof continuous representations z = (z1, ..., zn). Given z, the decoder then generates an output\nsequence (y1, ..., ym) of symbols one element at a time. At each step the model is auto-regressive\n[10], consuming the previously generated symbols as additional input when generating the next.\n2", - "path": "Attention Is All You Need.pdf/Root/1 Introduction", - "metadata": { - "length": 4255, - "summary": "The section introduces recurrent neural networks (RNNs) and their limitations regarding sequential computation and parallelization. It discusses attention mechanisms as a solution for modeling dependencies but notes they are often used with RNNs. The authors propose the Transformer, a model architecture that eschews recurrence entirely in favor of an attention mechanism to draw global dependencies between input and output, allowing for significant parallelization.", - "page_nums": [ - 2 - ], - "keywords": [ - "Recurrent neural networks", - "long short-term memory", - "gated recurrent", - "Transformer", - "P100 GPUs" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_3c18ca79-22e6-5574-8ba1-82b44f40dbc9", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/1 Introduction p2]", - "path": "Attention Is All You Need.pdf/Root/2 Background", - "metadata": { - "length": 62, - "summary": "The section discusses the background of sequence modeling, focusing on reducing sequential computation. It reviews models like Extended Neural GPU, ByteNet, and ConvS2S that use convolutional neural networks. It also covers self-attention (intra-attention) mechanisms used in tasks like reading comprehension and summarization, as well as end-to-end memory networks. The text concludes by stating that the Transformer is the first transduction model relying entirely on self-attention without using sequence-aligned RNNs or convolution.", - "page_nums": [ - 2 - ], - "keywords": [ - "Extended Neural GPU", - "ByteNet", - "ConvS2S" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_3be52033-f33a-5df7-9c64-40e68c257269", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/1 Introduction p2]", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture", - "metadata": { - "length": 62, - "summary": "The section titled '3 Model Architecture' introduces the standard encoder-decoder structure used in competitive neural sequence transduction models. It describes how an encoder maps an input sequence of symbol representations to a sequence of continuous representations, and how a decoder subsequently generates an output sequence one element at a time in an auto-regressive manner.", - "page_nums": [ - 2 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_a3ae5620-7380-55f3-9341-25ca7da68b49", - "type": "page", - "content": "Figure 1: The Transformer - model architecture.\nThe Transformer follows this overall architecture using stacked self-attention and point-wise, fully\nconnected layers for both the encoder and decoder, shown in the left and right halves of Figure 1,\nrespectively.\n3.1\nEncoder and Decoder Stacks\nEncoder:\nThe encoder is composed of a stack of N = 6 identical layers. Each layer has two\nsub-layers. The first is a multi-head self-attention mechanism, and the second is a simple, position-\nwise fully connected feed-forward network. We employ a residual connection [11] around each of\nthe two sub-layers, followed by layer normalization [1]. That is, the output of each sub-layer is\nLayerNorm(x + Sublayer(x)), where Sublayer(x) is the function implemented by the sub-layer\nitself. To facilitate these residual connections, all sub-layers in the model, as well as the embedding\nlayers, produce outputs of dimension dmodel = 512.\nDecoder:\nThe decoder is also composed of a stack of N = 6 identical layers. In addition to the two\nsub-layers in each encoder layer, the decoder inserts a third sub-layer, which performs multi-head\nattention over the output of the encoder stack. Similar to the encoder, we employ residual connections\naround each of the sub-layers, followed by layer normalization. We also modify the self-attention\nsub-layer in the decoder stack to prevent positions from attending to subsequent positions. This\nmasking, combined with fact that the output embeddings are offset by one position, ensures that the\npredictions for position i can depend only on the known outputs at positions less than i.\n3.2\nAttention\nAn attention function can be described as mapping a query and a set of key-value pairs to an output,\nwhere the query, keys, values, and output are all vectors. The output is computed as a weighted sum\n3", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.1 Encoder and Decoder Stacks", - "metadata": { - "length": 1826, - "summary": "Section 3.1 describes the architecture of the Encoder and Decoder stacks in the Transformer model. The encoder consists of a stack of N=6 identical layers, each containing two sub-layers: a multi-head self-attention mechanism and a position-wise fully connected feed-forward network. Both are surrounded by residual connections followed by layer normalization. The decoder also uses a stack of N=6 identical layers but includes an additional third sub-layer that performs multi-head attention over the encoder's output. This sub-layer is masked to prevent attending to subsequent positions, ensuring predictions depend only on known outputs.", - "page_nums": [ - 3 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_8e51db4e-d3d1-5e13-a30d-dc24a7ec46dc", - "relation": "embeds", - "ref": "[images/image_page_3_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_8bb205fc-b548-5f32-988d-19463bbea8c9", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/3 Model Architecture/3.1 Encoder and Decoder Stacks p3]", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention", - "metadata": { - "length": 99, - "summary": "Section 3.2 introduces the concept of an attention function, defining it as a mapping from a query and a set of key-value pairs to an output vector. It states that the query, keys, values, and output are all vectors, and the output is computed as a weighted sum.", - "page_nums": [ - 3 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_8e51db4e-d3d1-5e13-a30d-dc24a7ec46dc", - "relation": "related", - "ref": "[images/image_page_3_figure_1.png]", - "same_as_owner": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.1 Encoder and Decoder Stacks" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_571b4b5a-a800-559f-9937-27160c92879e", - "type": "page", - "content": "Scaled Dot-Product Attention\nMulti-Head Attention\nFigure 2: (left) Scaled Dot-Product Attention. (right) Multi-Head Attention consists of several\nattention layers running in parallel.\nof the values, where the weight assigned to each value is computed by a compatibility function of the\nquery with the corresponding key.\n3.2.1\nScaled Dot-Product Attention\nWe call our particular attention \"Scaled Dot-Product Attention\" (Figure 2). The input consists of\nqueries and keys of dimension dk, and values of dimension dv. We compute the dot products of the\nquery with all keys, divide each by √dk, and apply a softmax function to obtain the weights on the\nvalues.\nIn practice, we compute the attention function on a set of queries simultaneously, packed together\ninto a matrix Q. The keys and values are also packed together into matrices K and V . We compute\nthe matrix of outputs as:\nAttention(Q, K, V ) = softmax(QKT\n√dk\n)V\n(1)\nThe two most commonly used attention functions are additive attention [2], and dot-product (multi-\nplicative) attention. Dot-product attention is identical to our algorithm, except for the scaling factor\nof\n1\n√dk . Additive attention computes the compatibility function using a feed-forward network with\na single hidden layer. While the two are similar in theoretical complexity, dot-product attention is\nmuch faster and more space-efficient in practice, since it can be implemented using highly optimized\nmatrix multiplication code.\nWhile for small values of dk the two mechanisms perform similarly, additive attention outperforms\ndot product attention without scaling for larger values of dk [3]. We suspect that for large values of\ndk, the dot products grow large in magnitude, pushing the softmax function into regions where it has\nextremely small gradients 4. To counteract this effect, we scale the dot products by\n1\n√dk .\n3.2.2\nMulti-Head Attention\nInstead of performing a single attention function with dmodel-dimensional keys, values and queries,\nwe found it beneficial to linearly project the queries, keys and values h times with different, learned\nlinear projections to dk, dk and dv dimensions, respectively. On each of these projected versions of\nqueries, keys and values we then perform the attention function in parallel, yielding dv-dimensional\n4To illustrate why the dot products get large, assume that the components of q and k are independent random\nvariables with mean 0 and variance 1. Then their dot product, q · k = Pdk\ni=1 qiki, has mean 0 and variance dk.\n4", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.1 Scaled Dot-Product Attention", - "metadata": { - "length": 2507, - "summary": "This section defines Scaled Dot-Product Attention, an attention mechanism where weights are computed by taking the dot product of queries and keys, scaling them by the square root of the key dimension ($\\sqrt{d_k}$), and applying a softmax function. It presents the matrix formulation for computing outputs from packed query, key, and value matrices. The text compares this method to additive attention, noting that while theoretically similar, dot-product attention is faster and more space-efficient due to optimized matrix multiplication code. It also explains that scaling is necessary to prevent dot products from growing too large in magnitude for high-dimensional vectors, which would push the softmax into regions with extremely small gradients.", - "page_nums": [ - 4 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_6e30683b-de34-56a8-941d-48607bb52b86", - "relation": "embeds", - "ref": "[images/image_page_4_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_faa33e38-ed96-599d-8c81-7f95e5f40b88", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.1 Scaled Dot-Product Attention p4]", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.2 Multi-Head Attention", - "metadata": { - "length": 117, - "summary": "Section 3.2.2 introduces Multi-Head Attention, a mechanism that improves upon single attention functions by linearly projecting queries, keys, and values into multiple lower-dimensional spaces (h times). These projections are then processed in parallel using the attention function, allowing the model to jointly attend to information from different representation subspaces.", - "page_nums": [ - 4 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_6e30683b-de34-56a8-941d-48607bb52b86", - "relation": "related", - "ref": "[images/image_page_4_figure_1.png]", - "same_as_owner": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.1 Scaled Dot-Product Attention" - } - ], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_badd5fca-aecd-5103-9da1-a8f6f510e862", - "type": "page", - "content": "output values. These are concatenated and once again projected, resulting in the final values, as\ndepicted in Figure 2.\nMulti-head attention allows the model to jointly attend to information from different representation\nsubspaces at different positions. With a single attention head, averaging inhibits this.\nMultiHead(Q, K, V ) = Concat(head1, ..., headh)W O\nwhere headi = Attention(QW Q\ni , KW K\ni , V W V\ni )\nWhere the projections are parameter matrices W Q\ni\n∈Rdmodel×dk, W K\ni\n∈Rdmodel×dk, W V\ni\n∈Rdmodel×dv\nand W O ∈Rhdv×dmodel.\nIn this work we employ h = 8 parallel attention layers, or heads. For each of these we use\ndk = dv = dmodel/h = 64. Due to the reduced dimension of each head, the total computational cost\nis similar to that of single-head attention with full dimensionality.\n3.2.3\nApplications of Attention in our Model\nThe Transformer uses multi-head attention in three different ways:\n• In \"encoder-decoder attention\" layers, the queries come from the previous decoder layer,\nand the memory keys and values come from the output of the encoder. This allows every\nposition in the decoder to attend over all positions in the input sequence. This mimics the\ntypical encoder-decoder attention mechanisms in sequence-to-sequence models such as\n[38, 2, 9].\n• The encoder contains self-attention layers. In a self-attention layer all of the keys, values\nand queries come from the same place, in this case, the output of the previous layer in the\nencoder. Each position in the encoder can attend to all positions in the previous layer of the\nencoder.\n• Similarly, self-attention layers in the decoder allow each position in the decoder to attend to\nall positions in the decoder up to and including that position. We need to prevent leftward\ninformation flow in the decoder to preserve the auto-regressive property. We implement this\ninside of scaled dot-product attention by masking out (setting to −∞) all values in the input\nof the softmax which correspond to illegal connections. See Figure 2.\n3.3\nPosition-wise Feed-Forward Networks\nIn addition to attention sub-layers, each of the layers in our encoder and decoder contains a fully\nconnected feed-forward network, which is applied to each position separately and identically. This\nconsists of two linear transformations with a ReLU activation in between.\nFFN(x) = max(0, xW1 + b1)W2 + b2\n(2)\nWhile the linear transformations are the same across different positions, they use different parameters\nfrom layer to layer. Another way of describing this is as two convolutions with kernel size 1.\nThe dimensionality of input and output is dmodel = 512, and the inner-layer has dimensionality\ndff = 2048.\n3.4\nEmbeddings and Softmax\nSimilarly to other sequence transduction models, we use learned embeddings to convert the input\ntokens and output tokens to vectors of dimension dmodel. We also use the usual learned linear transfor-\nmation and softmax function to convert the decoder output to predicted next-token probabilities. In\nour model, we share the same weight matrix between the two embedding layers and the pre-softmax\nlinear transformation, similar to [30]. In the embedding layers, we multiply those weights by √dmodel.\n5", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.3 Applications of Attention in our Model", - "metadata": { - "length": 3192, - "summary": "Section 3.2.3 describes the three ways multi-head attention is applied in the Transformer model: encoder-decoder attention (where queries come from the decoder and keys/values from the encoder), self-attention in the encoder (all keys, values, and queries originate from the previous encoder layer), and masked self-attention in the decoder (which prevents leftward information flow to preserve auto-regressive properties by masking illegal connections).", - "page_nums": [ - 5 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_f661ba46-0f7c-50e8-a20e-d95c767c8926", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.3 Applications of Attention in our Model p5]", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.3 Position-wise Feed-Forward Networks", - "metadata": { - "length": 127, - "summary": "Section 3.3 describes the Position-wise Feed-Forward Networks used in the model's encoder and decoder layers. These are fully connected networks applied independently to each position, consisting of two linear transformations with a ReLU activation function in between. The text provides the mathematical formula for this operation (FFN) and specifies the dimensionalities: input/output dimension ($d_{model}$) is 512, and the inner-layer dimensionality ($d_{ff}$) is 2048.", - "page_nums": [ - 5 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_00575d19-e6fa-5b65-8185-7a9c0b4a3e3f", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/3 Model Architecture/3.2 Attention/3.2.3 Applications of Attention in our Model p5]", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.4 Embeddings and Softmax", - "metadata": { - "length": 127, - "summary": "Section 3.4 describes the use of learned embeddings to convert input and output tokens into vectors of dimension d_model. It also details the application of a linear transformation and softmax function to predict next-token probabilities, noting that the weight matrix is shared between the embedding layers and the pre-softmax transformation.", - "page_nums": [ - 5 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_7bbeeec3-7929-598d-9bad-db34ff22d020", - "type": "page", - "content": "Table 1: Maximum path lengths, per-layer complexity and minimum number of sequential operations\nfor different layer types. n is the sequence length, d is the representation dimension, k is the kernel\nsize of convolutions and r the size of the neighborhood in restricted self-attention.\nLayer Type\nComplexity per Layer\nSequential\nMaximum Path Length\nOperations\nSelf-Attention\nO(n2 · d)\nO(1)\nO(1)\nRecurrent\nO(n · d2)\nO(n)\nO(n)\nConvolutional\nO(k · n · d2)\nO(1)\nO(logk(n))\nSelf-Attention (restricted)\nO(r · n · d)\nO(1)\nO(n/r)\n3.5\nPositional Encoding\nSince our model contains no recurrence and no convolution, in order for the model to make use of the\norder of the sequence, we must inject some information about the relative or absolute position of the\ntokens in the sequence. To this end, we add \"positional encodings\" to the input embeddings at the\nbottoms of the encoder and decoder stacks. The positional encodings have the same dimension dmodel\nas the embeddings, so that the two can be summed. There are many choices of positional encodings,\nlearned and fixed [9].\nIn this work, we use sine and cosine functions of different frequencies:\nPE(pos,2i) = sin(pos/100002i/dmodel)\nPE(pos,2i+1) = cos(pos/100002i/dmodel)\nwhere pos is the position and i is the dimension. That is, each dimension of the positional encoding\ncorresponds to a sinusoid. The wavelengths form a geometric progression from 2π to 10000 · 2π. We\nchose this function because we hypothesized it would allow the model to easily learn to attend by\nrelative positions, since for any fixed offset k, PEpos+k can be represented as a linear function of\nPEpos.\nWe also experimented with using learned positional embeddings [9] instead, and found that the two\nversions produced nearly identical results (see Table 3 row (E)). We chose the sinusoidal version\nbecause it may allow the model to extrapolate to sequence lengths longer than the ones encountered\nduring training.\n4\nWhy Self-Attention\nIn this section we compare various aspects of self-attention layers to the recurrent and convolu-\ntional layers commonly used for mapping one variable-length sequence of symbol representations\n(x1, ..., xn) to another sequence of equal length (z1, ..., zn), with xi, zi ∈Rd, such as a hidden\nlayer in a typical sequence transduction encoder or decoder. Motivating our use of self-attention we\nconsider three desiderata.\nOne is the total computational complexity per layer. Another is the amount of computation that can\nbe parallelized, as measured by the minimum number of sequential operations required.\nThe third is the path length between long-range dependencies in the network. Learning long-range\ndependencies is a key challenge in many sequence transduction tasks. One key factor affecting the\nability to learn such dependencies is the length of the paths forward and backward signals have to\ntraverse in the network. The shorter these paths between any combination of positions in the input\nand output sequences, the easier it is to learn long-range dependencies [12]. Hence we also compare\nthe maximum path length between any two input and output positions in networks composed of the\ndifferent layer types.\nAs noted in Table 1, a self-attention layer connects all positions with a constant number of sequentially\nexecuted operations, whereas a recurrent layer requires O(n) sequential operations. In terms of\ncomputational complexity, self-attention layers are faster than recurrent layers when the sequence\n6", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture/3.5 Positional Encoding", - "metadata": { - "length": 3472, - "summary": "Section 3.5 discusses the necessity of positional encoding in models without recurrence or convolution to capture sequence order. It details the use of sine and cosine functions with different frequencies as the chosen method, providing the specific mathematical formulas for these encodings. The text explains that wavelengths form a geometric progression and justifies this choice by its ability to allow the model to learn relative positions via linear functions. It also notes an experiment comparing this sinusoidal approach to learned embeddings, finding them nearly identical but preferring the sinusoidal version for better extrapolation capabilities.", - "page_nums": [ - 6 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ecbd1638-f91f-5879-9090-27a1a224921f", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/3 Model Architecture/3.5 Positional Encoding p6]", - "path": "Attention Is All You Need.pdf/Root/4 Why Self-Attention", - "metadata": { - "length": 92, - "summary": "This section compares self-attention layers with recurrent and convolutional layers based on three criteria: computational complexity per layer, the amount of parallelizable computation (measured by sequential operations), and path length for long-range dependencies. It references Table 1 to highlight that self-attention connects all positions with a constant number of sequential operations, making it faster than recurrent layers in terms of complexity when sequence lengths are large.", - "page_nums": [ - 6 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_315edce2-cc7d-5dc8-bb3b-4baef50e7666", - "type": "page", - "content": "length n is smaller than the representation dimensionality d, which is most often the case with\nsentence representations used by state-of-the-art models in machine translations, such as word-piece\n[38] and byte-pair [31] representations. To improve computational performance for tasks involving\nvery long sequences, self-attention could be restricted to considering only a neighborhood of size r in\nthe input sequence centered around the respective output position. This would increase the maximum\npath length to O(n/r). We plan to investigate this approach further in future work.\nA single convolutional layer with kernel width k < n does not connect all pairs of input and output\npositions. Doing so requires a stack of O(n/k) convolutional layers in the case of contiguous kernels,\nor O(logk(n)) in the case of dilated convolutions [18], increasing the length of the longest paths\nbetween any two positions in the network. Convolutional layers are generally more expensive than\nrecurrent layers, by a factor of k. Separable convolutions [6], however, decrease the complexity\nconsiderably, to O(k · n · d + n · d2). Even with k = n, however, the complexity of a separable\nconvolution is equal to the combination of a self-attention layer and a point-wise feed-forward layer,\nthe approach we take in our model.\nAs side benefit, self-attention could yield more interpretable models. We inspect attention distributions\nfrom our models and present and discuss examples in the appendix. Not only do individual attention\nheads clearly learn to perform different tasks, many appear to exhibit behavior related to the syntactic\nand semantic structure of the sentences.\n5\nTraining\nThis section describes the training regime for our models.\n5.1\nTraining Data and Batching\nWe trained on the standard WMT 2014 English-German dataset consisting of about 4.5 million\nsentence pairs. Sentences were encoded using byte-pair encoding [3], which has a shared source-\ntarget vocabulary of about 37000 tokens. For English-French, we used the significantly larger WMT\n2014 English-French dataset consisting of 36M sentences and split tokens into a 32000 word-piece\nvocabulary [38]. Sentence pairs were batched together by approximate sequence length. Each training\nbatch contained a set of sentence pairs containing approximately 25000 source tokens and 25000\ntarget tokens.\n5.2\nHardware and Schedule\nWe trained our models on one machine with 8 NVIDIA P100 GPUs. For our base models using\nthe hyperparameters described throughout the paper, each training step took about 0.4 seconds. We\ntrained the base models for a total of 100,000 steps or 12 hours. For our big models,(described on the\nbottom line of table 3), step time was 1.0 seconds. The big models were trained for 300,000 steps\n(3.5 days).\n5.3\nOptimizer\nWe used the Adam optimizer [20] with β1 = 0.9, β2 = 0.98 and ϵ = 10−9. We varied the learning\nrate over the course of training, according to the formula:\nlrate = d−0.5\nmodel · min(step_num−0.5, step_num · warmup_steps−1.5)\n(3)\nThis corresponds to increasing the learning rate linearly for the first warmup_steps training steps,\nand decreasing it thereafter proportionally to the inverse square root of the step number. We used\nwarmup_steps = 4000.\n5.4\nRegularization\nWe employ three types of regularization during training:\n7", - "path": "Attention Is All You Need.pdf/Root/5 Training/5.1 Training Data and Batching", - "metadata": { - "length": 3320, - "summary": "This section describes the training data and batching strategy. It details the use of the WMT 2014 English-German dataset (approx. 4.5 million pairs) and the larger WMT 2014 English-French dataset (36M sentences). Sentences were encoded using byte-pair encoding with vocabularies of about 37,000 and 32,000 tokens respectively. Batching was performed by approximate sequence length, with each batch containing approximately 25,000 source and target tokens.", - "page_nums": [ - 7 - ], - "keywords": [ - "WMT 2014", - "English", - "German", - "French" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_4fe08861-253c-59f1-8d80-d71f4830e20a", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/5 Training/5.1 Training Data and Batching p7]", - "path": "Attention Is All You Need.pdf/Root/5 Training/5.2 Hardware and Schedule", - "metadata": { - "length": 89, - "summary": "Section 5.2 describes the hardware and training schedule used for the models. It specifies that training was performed on a machine equipped with 8 NVIDIA P100 GPUs. The section details the step time (0.4 seconds) and total duration (100,000 steps or 12 hours) for base models, as well as the step time (1.0 second) and duration (300,000 steps or 3.5 days) for big models.", - "page_nums": [ - 7 - ], - "keywords": [ - "NVIDIA P100" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_27a483a2-90cc-57c1-b5aa-a483a4c471e6", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/5 Training/5.1 Training Data and Batching p7]", - "path": "Attention Is All You Need.pdf/Root/5 Training/5.3 Optimizer", - "metadata": { - "length": 89, - "summary": "Section 5.3 describes the optimizer used for training, which is the Adam optimizer with specific parameters (β1=0.9, β2=0.98, ε=10^-9). It details a learning rate schedule that linearly increases for the first 4000 warmup steps and then decreases proportionally to the inverse square root of the step number.", - "page_nums": [ - 7 - ], - "keywords": [ - "Adam" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_0f3219ed-afb0-5f0e-9d72-71635c6ddacd", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/5 Training/5.1 Training Data and Batching p7]", - "path": "Attention Is All You Need.pdf/Root/5 Training/5.4 Regularization", - "metadata": { - "length": 89, - "summary": "Section 5.4 introduces the regularization techniques employed during training, stating that three types are used.", - "page_nums": [ - 7 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1a57c333-93a7-593d-a4ca-2cc5712ff78e", - "type": "page", - "content": "Table 2: The Transformer achieves better BLEU scores than previous state-of-the-art models on the\nEnglish-to-German and English-to-French newstest2014 tests at a fraction of the training cost.\nModel\nBLEU\nTraining Cost (FLOPs)\nEN-DE\nEN-FR\nEN-DE\nEN-FR\nByteNet [18]\n23.75\nDeep-Att + PosUnk [39]\n39.2\n1.0 · 1020\nGNMT + RL [38]\n24.6\n39.92\n2.3 · 1019\n1.4 · 1020\nConvS2S [9]\n25.16\n40.46\n9.6 · 1018\n1.5 · 1020\nMoE [32]\n26.03\n40.56\n2.0 · 1019\n1.2 · 1020\nDeep-Att + PosUnk Ensemble [39]\n40.4\n8.0 · 1020\nGNMT + RL Ensemble [38]\n26.30\n41.16\n1.8 · 1020\n1.1 · 1021\nConvS2S Ensemble [9]\n26.36\n41.29\n7.7 · 1019\n1.2 · 1021\nTransformer (base model)\n27.3\n38.1\n3.3 · 1018\nTransformer (big)\n28.4\n41.8\n2.3 · 1019\nResidual Dropout\nWe apply dropout [33] to the output of each sub-layer, before it is added to the\nsub-layer input and normalized. In addition, we apply dropout to the sums of the embeddings and the\npositional encodings in both the encoder and decoder stacks. For the base model, we use a rate of\nPdrop = 0.1.\nLabel Smoothing\nDuring training, we employed label smoothing of value ϵls = 0.1 [36]. This\nhurts perplexity, as the model learns to be more unsure, but improves accuracy and BLEU score.\n6\nResults\n6.1\nMachine Translation\nOn the WMT 2014 English-to-German translation task, the big transformer model (Transformer (big)\nin Table 2) outperforms the best previously reported models (including ensembles) by more than 2.0\nBLEU, establishing a new state-of-the-art BLEU score of 28.4. The configuration of this model is\nlisted in the bottom line of Table 3. Training took 3.5 days on 8 P100 GPUs. Even our base model\nsurpasses all previously published models and ensembles, at a fraction of the training cost of any of\nthe competitive models.\nOn the WMT 2014 English-to-French translation task, our big model achieves a BLEU score of 41.0,\noutperforming all of the previously published single models, at less than 1/4 the training cost of the\nprevious state-of-the-art model. The Transformer (big) model trained for English-to-French used\ndropout rate Pdrop = 0.1, instead of 0.3.\nFor the base models, we used a single model obtained by averaging the last 5 checkpoints, which\nwere written at 10-minute intervals. For the big models, we averaged the last 20 checkpoints. We\nused beam search with a beam size of 4 and length penalty α = 0.6 [38]. These hyperparameters\nwere chosen after experimentation on the development set. We set the maximum output length during\ninference to input length + 50, but terminate early when possible [38].\nTable 2 summarizes our results and compares our translation quality and training costs to other model\narchitectures from the literature. We estimate the number of floating point operations used to train a\nmodel by multiplying the training time, the number of GPUs used, and an estimate of the sustained\nsingle-precision floating-point capacity of each GPU 5.\n6.2\nModel Variations\nTo evaluate the importance of different components of the Transformer, we varied our base model\nin different ways, measuring the change in performance on English-to-German translation on the\n5We used values of 2.8, 3.7, 6.0 and 9.5 TFLOPS for K80, K40, M40 and P100, respectively.\n8", - "path": "Attention Is All You Need.pdf/Root/5 Training/5.4 Regularization/Residual Dropout", - "metadata": { - "length": 3193, - "summary": "The section describes the application of dropout in the Transformer model. It specifies that dropout is applied to the output of each sub-layer before it is added to the input and normalized, as well as to the sums of embeddings and positional encodings in both encoder and decoder stacks. For the base model, a dropout rate (P_drop) of 0.1 is used.", - "page_nums": [ - 8 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ef466f14-75c1-555b-8b72-deeece111971", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/5 Training/5.4 Regularization/Residual Dropout p8]", - "path": "Attention Is All You Need.pdf/Root/5 Training/5.4 Regularization/Label Smoothing", - "metadata": { - "length": 94, - "summary": "The section describes the use of label smoothing during training with a value of epsilon_ls = 0.1, citing reference [36]. It notes that while this technique hurts perplexity by making the model more unsure, it improves accuracy and BLEU score.", - "page_nums": [ - 8 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_7015dbe6-5b06-528a-b385-03ebf8406cdc", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/5 Training/5.4 Regularization/Residual Dropout p8]", - "path": "Attention Is All You Need.pdf/Root/6 Results/6.1 Machine Translation", - "metadata": { - "length": 94, - "summary": "Section 6.1 discusses the results of the Transformer model on WMT 2014 English-to-German and English-to-French translation tasks. It highlights that the big Transformer model achieved state-of-the-art BLEU scores (28.4 for EN-DE, 41.0 for EN-FR) at a fraction of the training cost compared to previous models. The section details the experimental setup, including the use of 8 P100 GPUs, averaging checkpoints for base and big models, beam search parameters, and early stopping strategies.", - "page_nums": [ - 8 - ], - "keywords": [ - "WMT 2014", - "Transformer" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_0ad0d523-2d82-5316-b060-6964a559b3c3", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/5 Training/5.4 Regularization/Residual Dropout p8]", - "path": "Attention Is All You Need.pdf/Root/6 Results/6.2 Model Variations", - "metadata": { - "length": 94, - "summary": "Section 6.2 introduces an ablation study designed to evaluate the importance of different components within the Transformer architecture. The text explains that the authors varied their base model in different ways and measured the resulting changes in performance specifically on the English-to-German translation task.", - "page_nums": [ - 8 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_21923e85-613e-5f54-9c90-e32148d186ca", - "type": "page", - "content": "Table 3: Variations on the Transformer architecture. Unlisted values are identical to those of the base\nmodel. All metrics are on the English-to-German translation development set, newstest2013. Listed\nperplexities are per-wordpiece, according to our byte-pair encoding, and should not be compared to\nper-word perplexities.\nN\ndmodel\ndff\nh\ndk\ndv\nPdrop\nϵls\ntrain\nPPL\nBLEU\nparams\nsteps\n(dev)\n(dev)\n×106\nbase\n6\n512\n2048\n8\n64\n64\n0.1\n0.1\n100K\n4.92\n25.8\n65\n(A)\n1\n512\n512\n5.29\n24.9\n4\n128\n128\n5.00\n25.5\n16\n32\n32\n4.91\n25.8\n32\n16\n16\n5.01\n25.4\n(B)\n16\n5.16\n25.1\n58\n32\n5.01\n25.4\n60\n(C)\n2\n6.11\n23.7\n36\n4\n5.19\n25.3\n50\n8\n4.88\n25.5\n80\n256\n32\n32\n5.75\n24.5\n28\n1024\n128\n128\n4.66\n26.0\n168\n1024\n5.12\n25.4\n53\n4096\n4.75\n26.2\n90\n(D)\n0.0\n5.77\n24.6\n0.2\n4.95\n25.5\n0.0\n4.67\n25.3\n0.2\n5.47\n25.7\n(E)\npositional embedding instead of sinusoids\n4.92\n25.7\nbig\n6\n1024\n4096\n16\n0.3\n300K\n4.33\n26.4\n213\ndevelopment set, newstest2013. We used beam search as described in the previous section, but no\ncheckpoint averaging. We present these results in Table 3.\nIn Table 3 rows (A), we vary the number of attention heads and the attention key and value dimensions,\nkeeping the amount of computation constant, as described in Section 3.2.2. While single-head\nattention is 0.9 BLEU worse than the best setting, quality also drops off with too many heads.\nIn Table 3 rows (B), we observe that reducing the attention key size dk hurts model quality. This\nsuggests that determining compatibility is not easy and that a more sophisticated compatibility\nfunction than dot product may be beneficial. We further observe in rows (C) and (D) that, as expected,\nbigger models are better, and dropout is very helpful in avoiding over-fitting. In row (E) we replace our\nsinusoidal positional encoding with learned positional embeddings [9], and observe nearly identical\nresults to the base model.\n6.3\nEnglish Constituency Parsing\nTo evaluate if the Transformer can generalize to other tasks we performed experiments on English\nconstituency parsing. This task presents specific challenges: the output is subject to strong structural\nconstraints and is significantly longer than the input. Furthermore, RNN sequence-to-sequence\nmodels have not been able to attain state-of-the-art results in small-data regimes [37].\nWe trained a 4-layer transformer with dmodel = 1024 on the Wall Street Journal (WSJ) portion of the\nPenn Treebank [25], about 40K training sentences. We also trained it in a semi-supervised setting,\nusing the larger high-confidence and BerkleyParser corpora from with approximately 17M sentences\n[37]. We used a vocabulary of 16K tokens for the WSJ only setting and a vocabulary of 32K tokens\nfor the semi-supervised setting.\nWe performed only a small number of experiments to select the dropout, both attention and residual\n(section 5.4), learning rates and beam size on the Section 22 development set, all other parameters\nremained unchanged from the English-to-German base translation model. During inference, we\n9", - "path": "Attention Is All You Need.pdf/Root/6 Results/6.3 English Constituency Parsing", - "metadata": { - "length": 2972, - "summary": "The page presents Table 3, which details variations on the Transformer architecture and their performance metrics (PPL, BLEU, parameters) on the English-to-German translation development set (newstest2013). The table compares a base model against several ablation studies labeled (A) through (E), varying parameters like attention heads, dimensions, dropout, and positional embeddings. Below the table, the text discusses these results, noting that reducing key size hurts quality and that bigger models perform better. Section 6.3 introduces experiments on English Constituency Parsing using the Wall Street Journal (WSJ) portion of the Penn Treebank.", - "page_nums": [ - 9 - ], - "keywords": [ - "Transformer", - "English", - "German", - "Penn Treebank", - "Wall Street Journal", - "WSJ", - "BerkleyParser" - ], - "connect_to": [ - { - "target": "asset_ef1c875e-5064-5ef7-aaf3-282f4a28cfb0", - "relation": "embeds", - "ref": "[tables/table_page_9_1.html]" - } - ], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ec573b4d-6e16-5865-a40a-d1de8a344ac3", - "type": "page", - "content": "Table 4: The Transformer generalizes well to English constituency parsing (Results are on Section 23\nof WSJ)\nParser\nTraining\nWSJ 23 F1\nVinyals & Kaiser el al. (2014) [37]\nWSJ only, discriminative\n88.3\nPetrov et al. (2006) [29]\nWSJ only, discriminative\n90.4\nZhu et al. (2013) [40]\nWSJ only, discriminative\n90.4\nDyer et al. (2016) [8]\nWSJ only, discriminative\n91.7\nTransformer (4 layers)\nWSJ only, discriminative\n91.3\nZhu et al. (2013) [40]\nsemi-supervised\n91.3\nHuang & Harper (2009) [14]\nsemi-supervised\n91.3\nMcClosky et al. (2006) [26]\nsemi-supervised\n92.1\nVinyals & Kaiser el al. (2014) [37]\nsemi-supervised\n92.1\nTransformer (4 layers)\nsemi-supervised\n92.7\nLuong et al. (2015) [23]\nmulti-task\n93.0\nDyer et al. (2016) [8]\ngenerative\n93.3\nincreased the maximum output length to input length + 300. We used a beam size of 21 and α = 0.3\nfor both WSJ only and the semi-supervised setting.\nOur results in Table 4 show that despite the lack of task-specific tuning our model performs sur-\nprisingly well, yielding better results than all previously reported models with the exception of the\nRecurrent Neural Network Grammar [8].\nIn contrast to RNN sequence-to-sequence models [37], the Transformer outperforms the Berkeley-\nParser [29] even when training only on the WSJ training set of 40K sentences.\n7\nConclusion\nIn this work, we presented the Transformer, the first sequence transduction model based entirely on\nattention, replacing the recurrent layers most commonly used in encoder-decoder architectures with\nmulti-headed self-attention.\nFor translation tasks, the Transformer can be trained significantly faster than architectures based\non recurrent or convolutional layers. On both WMT 2014 English-to-German and WMT 2014\nEnglish-to-French translation tasks, we achieve a new state of the art. In the former task our best\nmodel outperforms even all previously reported ensembles.\nWe are excited about the future of attention-based models and plan to apply them to other tasks. We\nplan to extend the Transformer to problems involving input and output modalities other than text and\nto investigate local, restricted attention mechanisms to efficiently handle large inputs and outputs\nsuch as images, audio and video. Making generation less sequential is another research goals of ours.\nThe code we used to train and evaluate our models is available at https://github.com/\ntensorflow/tensor2tensor.\nAcknowledgements\nWe are grateful to Nal Kalchbrenner and Stephan Gouws for their fruitful\ncomments, corrections and inspiration.\nReferences\n[1] Jimmy Lei Ba, Jamie Ryan Kiros, and Geoffrey E Hinton. Layer normalization. arXiv preprint\narXiv:1607.06450, 2016.\n[2] Dzmitry Bahdanau, Kyunghyun Cho, and Yoshua Bengio. Neural machine translation by jointly\nlearning to align and translate. CoRR, abs/1409.0473, 2014.\n[3] Denny Britz, Anna Goldie, Minh-Thang Luong, and Quoc V. Le. Massive exploration of neural\nmachine translation architectures. CoRR, abs/1703.03906, 2017.\n[4] Jianpeng Cheng, Li Dong, and Mirella Lapata. Long short-term memory-networks for machine\nreading. arXiv preprint arXiv:1601.06733, 2016.\n10", - "path": "Attention Is All You Need.pdf/Root/7 Conclusion", - "metadata": { - "length": 3111, - "summary": "The section summarizes the paper's contribution of the Transformer, a sequence transduction model based entirely on attention that replaces recurrent layers with multi-headed self-attention. It highlights that the model achieves new state-of-the-art results on WMT 2014 English-to-German and English-to-French translation tasks and outperforms previous ensembles. The authors also outline future plans to extend the model to other modalities like images and audio.", - "page_nums": [ - 10 - ], - "keywords": [ - "Transformer", - "WMT 2014" - ], - "connect_to": [ - { - "target": "asset_74e2c364-e78d-534e-85ab-9bd0f3687246", - "relation": "embeds", - "ref": "[tables/table_page_10_1.html]" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_a2cc8983-fa29-5683-8694-f4fe603a854d", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/7 Conclusion p10]", - "path": "Attention Is All You Need.pdf/Root/Acknowledgements", - "metadata": { - "length": 61, - "summary": "The section expresses gratitude to Nal Kalchbrenner and Stephan Gouws for their comments, corrections, and inspiration.", - "page_nums": [ - 10 - ], - "keywords": [ - "Nal Kalchbrenner", - "Stephan Gouws" - ], - "connect_to": [ - { - "target": "asset_74e2c364-e78d-534e-85ab-9bd0f3687246", - "relation": "related", - "ref": "[tables/table_page_10_1.html]", - "same_as_owner": "Attention Is All You Need.pdf/Root/7 Conclusion" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_3d53450e-58d2-5ed8-9277-0f385ac512b7", - "type": "page", - "content": "[SAME-AS Attention Is All You Need.pdf/Root/7 Conclusion p10]\n\n[5] Kyunghyun Cho, Bart van Merrienboer, Caglar Gulcehre, Fethi Bougares, Holger Schwenk,\nand Yoshua Bengio. Learning phrase representations using rnn encoder-decoder for statistical\nmachine translation. CoRR, abs/1406.1078, 2014.\n[6] Francois Chollet. Xception: Deep learning with depthwise separable convolutions. arXiv\npreprint arXiv:1610.02357, 2016.\n[7] Junyoung Chung, Çaglar Gülçehre, Kyunghyun Cho, and Yoshua Bengio. Empirical evaluation\nof gated recurrent neural networks on sequence modeling. CoRR, abs/1412.3555, 2014.\n[8] Chris Dyer, Adhiguna Kuncoro, Miguel Ballesteros, and Noah A. Smith. Recurrent neural\nnetwork grammars. In Proc. of NAACL, 2016.\n[9] Jonas Gehring, Michael Auli, David Grangier, Denis Yarats, and Yann N. Dauphin. Convolu-\ntional sequence to sequence learning. arXiv preprint arXiv:1705.03122v2, 2017.\n[10] Alex Graves.\nGenerating sequences with recurrent neural networks.\narXiv preprint\narXiv:1308.0850, 2013.\n[11] Kaiming He, Xiangyu Zhang, Shaoqing Ren, and Jian Sun. Deep residual learning for im-\nage recognition. 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Neural GPUs learn algorithms. In International Conference\non Learning Representations (ICLR), 2016.\n[18] Nal Kalchbrenner, Lasse Espeholt, Karen Simonyan, Aaron van den Oord, Alex Graves, and Ko-\nray Kavukcuoglu. Neural machine translation in linear time. arXiv preprint arXiv:1610.10099v2,\n2017.\n[19] Yoon Kim, Carl Denton, Luong Hoang, and Alexander M. Rush. Structured attention networks.\nIn International Conference on Learning Representations, 2017.\n[20] Diederik Kingma and Jimmy Ba. Adam: A method for stochastic optimization. In ICLR, 2015.\n[21] Oleksii Kuchaiev and Boris Ginsburg. Factorization tricks for LSTM networks. arXiv preprint\narXiv:1703.10722, 2017.\n[22] Zhouhan Lin, Minwei Feng, Cicero Nogueira dos Santos, Mo Yu, Bing Xiang, Bowen\nZhou, and Yoshua Bengio. A structured self-attentive sentence embedding. arXiv preprint\narXiv:1703.03130, 2017.\n[23] Minh-Thang Luong, Quoc V. Le, Ilya Sutskever, Oriol Vinyals, and Lukasz Kaiser. Multi-task\nsequence to sequence learning. arXiv preprint arXiv:1511.06114, 2015.\n[24] Minh-Thang Luong, Hieu Pham, and Christopher D Manning. Effective approaches to attention-\nbased neural machine translation. arXiv preprint arXiv:1508.04025, 2015.\n11\n\n[25] Mitchell P Marcus, Mary Ann Marcinkiewicz, and Beatrice Santorini. Building a large annotated\ncorpus of english: The penn treebank. Computational linguistics, 19(2):313–330, 1993.\n[26] David McClosky, Eugene Charniak, and Mark Johnson. Effective self-training for parsing. In\nProceedings of the Human Language Technology Conference of the NAACL, Main Conference,\npages 152–159. ACL, June 2006.\n[27] Ankur Parikh, Oscar Täckström, Dipanjan Das, and Jakob Uszkoreit. A decomposable attention\nmodel. In Empirical Methods in Natural Language Processing, 2016.\n[28] Romain Paulus, Caiming Xiong, and Richard Socher. A deep reinforced model for abstractive\nsummarization. arXiv preprint arXiv:1705.04304, 2017.\n[29] Slav Petrov, Leon Barrett, Romain Thibaux, and Dan Klein. Learning accurate, compact,\nand interpretable tree annotation. In Proceedings of the 21st International Conference on\nComputational Linguistics and 44th Annual Meeting of the ACL, pages 433–440. ACL, July\n2006.\n[30] Ofir Press and Lior Wolf. Using the output embedding to improve language models. arXiv\npreprint arXiv:1608.05859, 2016.\n[31] Rico Sennrich, Barry Haddow, and Alexandra Birch. Neural machine translation of rare words\nwith subword units. arXiv preprint arXiv:1508.07909, 2015.\n[32] Noam Shazeer, Azalia Mirhoseini, Krzysztof Maziarz, Andy Davis, Quoc Le, Geoffrey Hinton,\nand Jeff Dean. Outrageously large neural networks: The sparsely-gated mixture-of-experts\nlayer. arXiv preprint arXiv:1701.06538, 2017.\n[33] Nitish Srivastava, Geoffrey E Hinton, Alex Krizhevsky, Ilya Sutskever, and Ruslan Salakhutdi-\nnov. Dropout: a simple way to prevent neural networks from overfitting. Journal of Machine\nLearning Research, 15(1):1929–1958, 2014.\n[34] Sainbayar Sukhbaatar, Arthur Szlam, Jason Weston, and Rob Fergus. End-to-end memory\nnetworks. In C. Cortes, N. D. Lawrence, D. D. Lee, M. Sugiyama, and R. Garnett, editors,\nAdvances in Neural Information Processing Systems 28, pages 2440–2448. Curran Associates,\nInc., 2015.\n[35] Ilya Sutskever, Oriol Vinyals, and Quoc VV Le. Sequence to sequence learning with neural\nnetworks. In Advances in Neural Information Processing Systems, pages 3104–3112, 2014.\n[36] Christian Szegedy, Vincent Vanhoucke, Sergey Ioffe, Jonathon Shlens, and Zbigniew Wojna.\nRethinking the inception architecture for computer vision. CoRR, abs/1512.00567, 2015.\n[37] Vinyals & Kaiser, Koo, Petrov, Sutskever, and Hinton. Grammar as a foreign language. In\nAdvances in Neural Information Processing Systems, 2015.\n[38] Yonghui Wu, Mike Schuster, Zhifeng Chen, Quoc V Le, Mohammad Norouzi, Wolfgang\nMacherey, Maxim Krikun, Yuan Cao, Qin Gao, Klaus Macherey, et al. Google’s neural machine\ntranslation system: Bridging the gap between human and machine translation. arXiv preprint\narXiv:1609.08144, 2016.\n[39] Jie Zhou, Ying Cao, Xuguang Wang, Peng Li, and Wei Xu. Deep recurrent models with\nfast-forward connections for neural machine translation. CoRR, abs/1606.04199, 2016.\n[40] Muhua Zhu, Yue Zhang, Wenliang Chen, Min Zhang, and Jingbo Zhu. Fast and accurate\nshift-reduce constituent parsing. In Proceedings of the 51st Annual Meeting of the ACL (Volume\n1: Long Papers), pages 434–443. ACL, August 2013.\n12", - "path": "Attention Is All You Need.pdf/Root/References", - "metadata": { - "length": 6493, - "summary": "This page contains the conclusion of a research paper on the Transformer model, specifically its application to English constituency parsing. It features Table 4, which compares the performance (WSJ 23 F1 scores) of the Transformer against various other parsers under different training settings (discriminative, semi-supervised, multi-task). The text discusses the results, highlighting that the Transformer outperforms previous models despite lacking task-specific tuning. The page also includes an acknowledgements section and the beginning of the references list.", - "page_nums": [ - 10, - 11, - 12 - ], - "keywords": [ - "Vinyals & Kaiser", - "Petrov", - "Zhu", - "Dyer", - "Huang", - "Harper", - "McClosky", - "Luong", - "Nal Kalchbrenner", - "Stephan Gouws", - "Jimmy Lei Ba", - "Jamie Ryan Kiros", - "Geoffrey E Hinton", - "Dzmitry Bahdanau", - "Kyunghyun Cho", - "Yoshua Bengio", - "Denny Britz", - "Anna Goldie", - "Minh-Thang Luong", - "Quoc V. Le", - "Jianpeng Cheng", - "Li Dong", - "Mirella Lapata", - "Berkeley-Parser", - "Recurrent Neural Network Grammar", - "WMT 2014", - "github.com/tensorflow/tensor2tensor" - ], - "connect_to": [ - { - "target": "asset_74e2c364-e78d-534e-85ab-9bd0f3687246", - "relation": "related", - "ref": "[tables/table_page_10_1.html]", - "same_as_owner": "Attention Is All You Need.pdf/Root/7 Conclusion" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_41dc9e7b-4857-5c28-89e3-11ce3a5954ad", - "type": "page", - "content": "Attention Visualizations\nIt\nis\nin\nthis\nspirit\nthat\na\nmajority\nof\nAmerican\ngovernments\nhave\npassed\nnew\nlaws\nsince\n2009\nmaking\nthe\nregistration\nor\nvoting\nprocess\nmore\ndifficult\n.\n\n\n\n\n\n\n\nIt\nis\nin\nthis\nspirit\nthat\na\nmajority\nof\nAmerican\ngovernments\nhave\npassed\nnew\nlaws\nsince\n2009\nmaking\nthe\nregistration\nor\nvoting\nprocess\nmore\ndifficult\n.\n\n\n\n\n\n\n\nFigure 3: An example of the attention mechanism following long-distance dependencies in the\nencoder self-attention in layer 5 of 6. Many of the attention heads attend to a distant dependency of\nthe verb ‘making’, completing the phrase ‘making...more difficult’. Attentions here shown only for\nthe word ‘making’. Different colors represent different heads. Best viewed in color.\n13\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nFigure 4: Two attention heads, also in layer 5 of 6, apparently involved in anaphora resolution. Top:\nFull attentions for head 5. Bottom: Isolated attentions from just the word ‘its’ for attention heads 5\nand 6. Note that the attentions are very sharp for this word.\n14\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nThe\nLaw\nwill\nnever\nbe\nperfect\n,\nbut\nits\napplication\nshould\nbe\njust\n-\nthis\nis\nwhat\nwe\nare\nmissing\n,\nin\nmy\nopinion\n.\n\n\nFigure 5: Many of the attention heads exhibit behaviour that seems related to the structure of the\nsentence. We give two such examples above, from two different heads from the encoder self-attention\nat layer 5 of 6. The heads clearly learned to perform different tasks.\n15", - "path": "Attention Is All You Need.pdf/Root/Attention Visualizations", - "metadata": { - "length": 2354, - "summary": "This section, titled 'Attention Visualizations', presents three figures (3, 4, and 5) that illustrate the behavior of attention mechanisms in a neural network model. Figure 3 shows an example of an attention head following long-distance dependencies to complete a phrase. Figure 4 demonstrates two attention heads involved in anaphora resolution, showing how they link pronouns like 'its' to their antecedents. Figure 5 provides examples of attention heads learning to perform tasks related to sentence structure.", - "page_nums": [ - 13, - 14, - 15 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_671e4b68-c386-57ee-a823-3603d90c10bf", - "relation": "embeds", - "ref": "[images/image_page_13_figure_1.png]" - }, - { - "target": "asset_e74ff03a-0136-56db-b3cc-fce6fcd329f0", - "relation": "embeds", - "ref": "[images/image_page_14_figure_1.png]" - }, - { - "target": "asset_cd3809c8-a8a9-5be8-9ca4-4733c2ddbbeb", - "relation": "embeds", - "ref": "[images/image_page_15_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - } - ] -} diff --git a/apps/api/app/data/demo_documents/research-attention-is-all-you-need/doc_nav.json b/apps/api/app/data/demo_documents/research-attention-is-all-you-need/doc_nav.json deleted file mode 100644 index 2129bc308..000000000 --- a/apps/api/app/data/demo_documents/research-attention-is-all-you-need/doc_nav.json +++ /dev/null @@ -1,294 +0,0 @@ -{ - "version": "1.0", - "file_name": "Attention Is All You Need.pdf", - "stats": { - "total_chunks": 34, - "text_chunks": 0, - "image_chunks": 5, - "table_chunks": 2, - "page_chunks": 27, - "max_depth": 4 - }, - "sections": [ - { - "title": "Root", - "path": "Attention Is All You Need.pdf/Root", - "level": 1, - "summary": "", - "chunk_count": 31, - "children": [ - { - "title": "Attention Is All You Need", - "path": "Attention Is All You Need.pdf/Root/Attention Is All You Need", - "level": 2, - "summary": "The section titled 'Attention Is All You Need' lists the authors of the paper, their affiliations (primarily Google Brain and Google Research), and their contact information. It also includes a footnote detailing the equal contributions of the authors to the work.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Abstract", - "path": "Attention Is All You Need.pdf/Root/Abstract", - "level": 2, - "summary": "The abstract introduces the Transformer, a new network architecture based solely on attention mechanisms that dispenses with recurrence and convolutions. It highlights that this model is superior in quality, more parallelizable, and requires significantly less training time compared to dominant sequence transduction models. The text details performance results on machine translation tasks (WMT 2014 English-to-German and English-to-French), noting state-of-the-art BLEU scores achieved with reduced training costs. Additionally, it mentions successful application of the Transformer to English constituency parsing.", - "chunk_count": 1, - "children": [] - }, - { - "title": "1 Introduction", - "path": "Attention Is All You Need.pdf/Root/1 Introduction", - "level": 2, - "summary": "The section introduces recurrent neural networks (RNNs) and their limitations regarding sequential computation and parallelization. It discusses attention mechanisms as a solution for modeling dependencies but notes they are often used with RNNs. The authors propose the Transformer, a model architecture that eschews recurrence entirely in favor of an attention mechanism to draw global dependencies between input and output, allowing for significant parallelization.", - "chunk_count": 1, - "children": [] - }, - { - "title": "2 Background", - "path": "Attention Is All You Need.pdf/Root/2 Background", - "level": 2, - "summary": "The section discusses the background of sequence modeling, focusing on reducing sequential computation. It reviews models like Extended Neural GPU, ByteNet, and ConvS2S that use convolutional neural networks. It also covers self-attention (intra-attention) mechanisms used in tasks like reading comprehension and summarization, as well as end-to-end memory networks. The text concludes by stating that the Transformer is the first transduction model relying entirely on self-attention without using sequence-aligned RNNs or convolution.", - "chunk_count": 1, - "children": [] - }, - { - "title": "3 Model Architecture", - "path": "Attention Is All You Need.pdf/Root/3 Model Architecture", - "level": 2, - "summary": "The section titled '3 Model Architecture' introduces the standard encoder-decoder structure used in competitive neural sequence transduction models. 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It highlights that the big Transformer model achieved state-of-the-art BLEU scores (28.4 for EN-DE, 41.0 for EN-FR) at a fraction of the training cost compared to previous models. The section details the experimental setup, including the use of 8 P100 GPUs, averaging checkpoints for base and big models, beam search parameters, and early stopping strategies.", - "chunk_count": 1, - "children": [] - }, - { - "title": "6.2 Model Variations", - "path": "Attention Is All You Need.pdf/Root/6 Results/6.2 Model Variations", - "level": 3, - "summary": "Section 6.2 introduces an ablation study designed to evaluate the importance of different components within the Transformer architecture. 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a/apps/api/app/data/demo_documents/research-attention-is-all-you-need/page_citation_assets/page-9.png b/apps/api/app/data/demo_documents/research-attention-is-all-you-need/page_citation_assets/page-9.png deleted file mode 100644 index 107f44f74..000000000 Binary files a/apps/api/app/data/demo_documents/research-attention-is-all-you-need/page_citation_assets/page-9.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-attention-is-all-you-need/tables/table_page_10_1.html b/apps/api/app/data/demo_documents/research-attention-is-all-you-need/tables/table_page_10_1.html deleted file mode 100644 index 24671a7df..000000000 --- a/apps/api/app/data/demo_documents/research-attention-is-all-you-need/tables/table_page_10_1.html +++ /dev/null @@ -1,49 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Table 4: The Transformer generalizes well to English constituency parsing (Results are on S
of WSJ)
Parser Training WSJ 23 F1
Vinyals & Kaiser el al. (2014) [37] WSJ only, discriminative 88.3
Petrov et al. (2006) [29] WSJ only, discriminative 90.4
Zhu et al. (2013) [40] WSJ only, discriminative 90.4
Dyer et al. (2016) [8] WSJ only, discriminative 91.7
Transformer (4 layers) WSJ only, discriminative 91.3
Zhu et al. (2013) [40] semi-supervised 91.3
Huang & Harper (2009) [14] semi-supervised 91.3
McClosky et al. (2006) [26] semi-supervised 92.1
Vinyals & Kaiser el al. (2014) [37] semi-supervised 92.1
Transformer (4 layers) semi-supervised 92.7
Luong et al. (2015) [23] multi-task 93.0
Dyer et al. (2016) [8] generative 93.3
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"page_nums": [ - 32 - ], - "file_path": "images/image_page_32_figure_2.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_685c9285-10f4-5f16-9004-99b1b774bfaa", - "type": "image", - "content": "We offer a unique set of offerings to help companies on their way to becoming AI shapers\n[images/image_page_33_figure_1.png]", - "path": "images/image_page_33_figure_1.png", - "metadata": { - "length": 124, - "summary": "", - "page_nums": [ - 33 - ], - "file_path": "images/image_page_33_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "node_899fb3b8-5a27-5581-874a-036e2ae39610", - "type": "page", - "content": "June 2024\nRetrieval-augmented \nGeneration Realized: \nStrategic & Technical Insights \nfor Industrial Applications\n\nappliedAI \n2\nContents\nContents  \b\n2 \nAbout This White Paper  \b\n4\n Key Takeaways  \b\n5\n \nSection 1: \nRAG Industrialization - Landscape & Strategy  \b\n6\nLet's Start with a Crash Course of RAG  \b\n7\nWait! Naive RAG Doesn't Work Well!  \b\n9\nSo, What Are Some Techniques to Enhance RAG?  \b\n10\nAnd What Tools Can I Use to Develop a RAG System?   \b\n12\nAlright, How Can I Strategically Prioritize My Development Focus to \nIndustrialize a RAG Project?  \b\n13\nSection 2: \nRAG Recipes for Real-World Challenges  \b\n14\nThe Cold Start Recipe: Data-Driven Chunking & Embedding Strategy \nWithout Evaluation Dataset  \b\n15\nThe Virtual Havruta Recipe: Optimizing Queries for Multifaceted Contexts \n& Precise Citations  \b\n17\nThe Deepset Recipe: Unlocking the Mastery of Metadata for Filtering, \nSearching, and Reranking  \b\n18\nThe Jina AI Recipe: Agent-Driven SQL Scoping and Task-Specific \nFinetuning for Patent Search  \b\n19\nThe RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-\nchecking  \b\n20\n\nRAG: Strategic & Technical Insights\n3\nSection 3: \nA Deep Dive into RAG Evaluation & Metrics  \b\n24\nNow, how do we assess RAG systems?  \b\n25\nA Further Look into Existing RAG Evaluation Frameworks  \b\n26\nUnveiling the Mechanisms Behind These Metrics  \b\n28\nReflections and Future Opportunities in RAG Technology  \b\n29\nReferences  \b\n30\nAuthors  \b\n32\nContributors  \b\n33\nContributing Companies  \b\n33\nAbout appliedAI Initiative GmbH  \b\n34\nAcknowledgement  \b\n35", - "path": "Retrieval-Augmented Generation Realized.pdf/Contents", - "metadata": { - "length": 1550, - "summary": "The 'Contents' section outlines the structure of a white paper on Retrieval-Augmented Generation (RAG). It lists three main sections: Section 1 covers RAG industrialization, landscape, and strategy; Section 2 details 'RAG Recipes' for real-world challenges like data-driven chunking and multimodal reasoning; and Section 3 provides a deep dive into RAG evaluation and metrics. The table also includes preliminary sections like 'About This White Paper' and concluding sections such as 'References', 'Authors', and 'Acknowledgements'.", - "page_nums": [ - 1, - 2, - 3 - ], - "keywords": [ - "appliedAI Initiative GmbH" - ], - "connect_to": [ - { - "target": "asset_64c4fd25-db45-5e0d-afc0-27b63977ffff", - "relation": "embeds", - "ref": "[images/image_page_1_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_566cc7cf-312b-5554-9453-09e239e5db9f", - "type": "page", - "content": "appliedAI \n4\nManagers, strategists, and \ntechnical leaders may use this \nsection to:\n•\t Quickly grasp fundamental \nRAG concepts.\n•\t Understand the importance of \nRAG for the industry and the \nRAG technical landscape.\n•\t Gain strategic insights on \nprioritizing RAG enhancement \nmethods.\n•\t Navigate through different \nstages of RAG industrialization.\nRAG developers, engineers, \nand practitioners may use this \nsection to:\n•\t Explore enhancement and \noptimization strategies \nthrough five real-world use \ncases.\n•\t Consider engineering recipes \nto address challenges such \nas precise citation based on \nlessons learned in these cases.\nRAG developers, engineers, \nand practitioners may use this \nsection to:\n•\t Understand how various RAG \nevaluation metrics interact \nwith different components of \nRAG.\n•\t Explore existing frameworks \nfor RAG evaluation and their \nfeatures.\n•\t Gain an intuitive understanding \nof how key metrics function.\nAbout This White Paper\nBackground & Purpose\nT\nhis white paper is the culmination of a series of \nstudies and appliedAI RAG roundtable discussions \nconducted with both internal teams and appliedAI \nindustry partners. It delves into the latest developments \nand challenges surrounding Retrieval-Augmented \nGeneration (RAG) in industry, highlighting its emergence \nas a pivotal cost-effective technique in enhancing the \ntrustworthiness and controllability of Large Language \nModel (LLM) applications over the past year.\nIt aims to analyze industry demands, current \nmethodologies, and hurdles concerning the \ndevelopment and evaluation of RAG, facilitating strategy \ndevelopment and knowledge exchange regarding \npractical use cases across diverse industrial sectors.\nDesign Principles\nS\nimplify Complexity: We adopt the philosophy of \n\"less is more\". Wherever possible, we emphasize \nconciseness and attempt to minimize lengthy \ntextual explanations in favor of succinct, cheat-sheet \nstyle messages that convey essential information.\nF\noster Intuitiveness: Wherever possible, we employ \nvisual illustrations to elucidate intricate ideas, \nincluding the overlapping and distinctive features \nof RAG frameworks, the RAG industrialization journey, \nmethodological approaches for addressing challenges, \nand so on.\nSection 1: \nRAG Industrialization - \nLandscape & Strategy\nSection 2: \nRAG Recipes for Real-World \nChallenges\nSection 3: \nA Deep Dive into RAG \nEvaluation & Metrics\nHow to Use This White Paper", - "path": "Retrieval-Augmented Generation Realized.pdf/About This White Paper", - "metadata": { - "length": 2444, - "summary": "This section outlines the background, purpose, and design principles of the white paper. It explains that the document is based on studies and roundtable discussions regarding Retrieval-Augmented Generation (RAG), aiming to analyze industry demands and facilitate strategy development. The design principles emphasize simplifying complexity and fostering intuitiveness through visual illustrations. Additionally, it details how to use the white paper by describing three main sections: RAG Industrialization Landscape & Strategy, RAG Recipes for Real-World Challenges, and a Deep Dive into RAG Evaluation & Metrics.", - "page_nums": [ - 4 - ], - "keywords": [ - "appliedAI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_63b1fac2-6d61-58ac-bebe-cc27112bfd05", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation Realized.pdf/About This White Paper p4]\n\nRAG: Strategic & Technical Insights\n5\nKey Takeaways\nRAG Industrialization - Landscape & Strategy\nFor sustainable industrial knowledge retrieval and question-answering, RAG \nsolutions are essential due to their trustworthiness, consistency, controllability, \ncost efficiency, etc. Exploring advanced techniques like HyDE and adaptive \nretrieval can enhance quality, though resource constraints must be considered. \nRecognizing challenges early in the RAG industrialization journey is crucial for \neffectively prioritizing development tasks and reducing potential risks related to \nquality, robustness and costs in productionizing RAG solutions.\nRAG Recipes for Real-World Challenges\nWe present five recipes addressing challenges such as limited initial evaluation \ndata for chunking and embedding method selections, adapting to complex \ncontexts and domain-specific conventions, and enhancing relevance through \nmetadata, SQL queries, task-specific finetuning, and multimodal RAG-augmented \nreasoning. Improving retrieval quality is essential for creating reliable and robust \nRAG solutions. This begins with cost-effective strategies such as metadata \nfiltering and hybrid search, and is followed by advanced agentic approaches for \nfurther enhancement.\nA Deep Dive into RAG Evaluation & Metrics\nAssessing RAG systems is complex due to the need to evaluate the interplay \namong questions, contexts, ground truth, and responses using metrics like \ncontext relevance, recall, precision, and answer correctness. Although LLM \nframeworks are emerging to support RAG evaluation, no single framework covers \nall aspects comprehensively. The industry seeks a standardized framework to \nensure consistent quality, reliability, and scalability assessments throughout RAG \ndevelopment and benchmarking.\n1\n2\n3", - "path": "Retrieval-Augmented Generation Realized.pdf/Key Takeaways", - "metadata": { - "length": 1879, - "summary": "The 'Key Takeaways' section summarizes the white paper's three main parts. It highlights that RAG solutions are essential for sustainable industrial knowledge retrieval due to their trustworthiness and cost efficiency, though resource constraints must be managed. It introduces five recipes for real-world challenges like limited data and complex contexts, emphasizing improved retrieval quality through strategies like metadata filtering and hybrid search. Finally, it notes the complexity of RAG evaluation involving multiple metrics and the industry's need for a standardized framework to ensure consistent quality and scalability.", - "page_nums": [ - 4, - 5 - ], - "keywords": [ - "RAG", - "HyDE" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_6f822639-69d1-56fb-90e5-3e4f127a0a08", - "type": "page", - "content": "appliedAI \n6\nSection 1: \nRAG Industrialization - \nLandscape & Strategy\n\nRAG: Strategic & Technical Insights\n7\nIn the era of Generative AI, Large Language Models (LLMs) are \ntransforming information processing and question answering \nacross industries. A typical LLM-only pipeline looks like this:\nLet's Start with a Crash Course of RAG\nWhat LLM Hallucination Looks Like\nGround Truth Data\nQuestion Answering with LLM\nThree Major Challenges Encountered \nby LLM-Only Approach\nHallucinations\nLLMs can \ngenerate \ninaccurate or \nnonsensical \ninformation. \nKnowledge \nCut-off\nLLMs' knowledge \nare limited to \nthe information \navailable in their \ntraining dataset \nup to their last \nupdate. \nNo Access \nto Private \nEnterprise Data\nLLMs cannot \naccess or \nutilize private, \nproprietary \ndata.\nUser Query\nLLM\nAnswer\nWhy is Retrieval-augmented Generation (RAG) Important for Enterprises?\nTrustworthiness & Reliability\nRAG responses are backed by \nverified and up-to-date documents, \nimproving the reliability and \ntrustworthiness of the generated \ncontent.\nCost Efficiency\nMinimizing the need for expensive and \ntime-consuming model finetuning \nwhile flexibly integrating different \nLLMs and small language models \n(SLMs) into various components to \noptimize cost efficiency.\nConsistency & Robustness\nEnsuring consistent and robust \nanswers by always referencing the \nsame documents, which can be \nreviewed and updated.\nProcess Optimization\nInformation retrieval, database design \nand contents, search modules, and \nother components can be optimized \nwhenever needed, independently of \nthe model.\nAuditability, Explanability, and \nTransparency\nEasier to trace the source of \ninformation provided in responses.\nScalability\nEasier to scale as updates involve \nmodifying the data sources rather than \nretraining the entire model.\nMulti-step Reasoning and Retrieval\nRAG enables integration with \nreasoning capabilities to tackle \ncomplex retrieval and planning tasks \nthat demand multi-layered analysis \nand verification.\nControllability & Configurability\nAllowing enterprises to control and \nupdate the knowledge base and \npipeline components separately from \nthe model.\nIP & Data Secrecy\nFine-grained control over who can \nupdate or access the underlying data \nas well as the range of data that may \nbe retrieved to generate responses.\nChallenges of LLM-Only Approaches\n(cf. Ye et al. [1]) \nIgor Fyodorovich Stravinsky (17 June 1882 – 6 April \n1971) was a Russian composer and conductor \nwith French and American citizenship.\nBéla Viktor János Bartók (25 March 1881 – 26 \nSeptember 1945) was a Hungarian composer, \npianist and ethnomusicologist.\nQ: In which field of music did Igor \nFyodorovich Stravinsky and Béla Viktor \nJános Bartók both have expertise?\n Wrong Answer: Both Igor Fyodorovich \nStravinsky and Béla Viktor János Bartók \nwere famous violinists.\n Right Answer: Both Igor Fyodorovich \nStravinsky and Béla Viktor János Bartók \nwere famous composers.\n Info", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 1: RAG Industrialization - Landscape & Strategy/Let's Start with a Crash Course of RAG", - "metadata": { - "length": 2968, - "summary": "This section provides an overview of the challenges associated with using Large Language Models (LLMs) in isolation, such as hallucinations, knowledge cutoffs, and lack of access to private data. It illustrates these issues with examples involving historical figures like Igor Stravinsky and Béla Bartók. The content then details the importance of Retrieval-Augmented Generation (RAG) for enterprises by listing key benefits including trustworthiness, consistency, controllability, auditability, process optimization, IP security, cost efficiency, scalability, and multi-step reasoning capabilities.", - "page_nums": [ - 6, - 7 - ], - "keywords": [ - "Igor Fyodorovich Stravinsky", - "Béla Viktor János Bartók" - ], - "connect_to": [ - { - "target": "asset_b6c55aab-84c7-5cfb-b518-d8cd7ae5ab58", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - }, - { - "target": "asset_f8cbf310-8e37-5424-8120-d4ab1e2fe789", - "relation": "embeds", - "ref": "[images/image_page_7_figure_2.png]" - }, - { - "target": "asset_dd6a0f64-1bb6-5e82-b172-48663b64a7f9", - "relation": "embeds", - "ref": "[images/image_page_7_figure_3.png]" - } - ], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_56c5fe45-287d-50bd-96b8-8c3cd38aab3a", - "type": "page", - "content": "appliedAI \n8\n...I am unable to provide \ncomments on future \nevents. Currently, I do not \nhave any information \nregarding the debate \nbetween Elon Musk and \nYann LeCun in May 2024...\nHow would you evaluate the \nrecent debate between Elon \nMusk and Yann LeCun \nregarding what science is \naround the end of May 2024?\nQuestion :\nHow would you evaluate the \nrecent debate ...?\nPlease answer the above \nquestions based on the \nfollowing information :\nChunk 1 :\nChunk 2 :\nChunk 3 :\nChunk 1: \nThe debate started on May 27 \nafter Musk advocated for a \nrigorous pursuit of truth, \ndisregarding popularity or \npolitical correctness, on the \nplatform X.\nChunk 2: \nLeCun criticized Musk for \nspreading conspiracy theories \nand highlighted his own \nresearch contributions, \nchallenging Musk about his \nscientific endeavors.\nChunk 3: \nLeCun argued that scientific \nresearch needs to be published \nto qualify as science, \nemphasizing its role in \ntechnological progress.\nwithout RAG\nThe debate initiated on May \n27, 2024, with Musk \nadvocating for truth pursuit \nwithout popularity or \npolitical correctness on \nplatform X. LeCun \ncountered Musk's stance, \ncriticizing him for spreading \nconspiracy theories and \nstressing the necessity of \npublishing research for \nscientific validity and \ntechnological \nadvancement.\nwith RAG\nQuery\nRelevant Documents\nembeddings\nCombine \nContext and \nPrompts\nAnswer\nLLM\nGeneration\nIndexing\nRetrieval\nInput\nDocuments\nChunks Vectors\nOutput\n3.\nPost-retrieval Stage\n4. \nAugmentation & \nGeneration Stage\nUser\n1.\nPre-retrieval Stage\n2.\nRetrieval Stage\nLet's Start with a Crash Course of RAG\nA Brief Overview of RAG as a Solution\nRetrieval-Augmented Generation (RAG) pairs the capabilities of LLMs with dynamic content from external databases.\nSpecifically, RAG involves four stages of work:\n1.\t Pre-retrieval Stage: Preprocess and index the data, and \nstore them in databases. This may also involve chunking \nthe data and obtain their semantic embeddings as well as \npreprocessing incoming queries on the fly.\n2.\t Retrieval Stage: Retrieve relevant documents based on \nsemantic similarities, BM25, or other methods.\n3.\t Post-retrieval Stage: Post-process the retrieved contents, \nsuch as re-ranking the documents.\n4.\t Augmentation & Generation Stage: Combine the post-\nprocessed documents with prompts and generate final \nresponses using an LLM.\n(cf. Gao et al.[2] )\nInteresting Question: \nDoes Long Context Window Solve Everything?\nBackground: With advanced model design and training, LLMs are \nincreasingly efficient and context windows are expanding.\nQuestion: Will we eventually be able to input entire databases \ninto prompts, thereby eliminating concerns about factual \ncorrectness, etc.?\nConsideration: While feasible, it is doubtful that this will be \noptimal for industry use cases, given concerns about cost \nefficiency, controllability, troubleshooting speed, model lock-in \nrisks, IP and data secrecy, and other factors discussed in this \nwhite paper.\n Info", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 1: RAG Industrialization - Landscape & Strategy/Wait! Naive RAG Doesn't Work Well!", - "metadata": { - "length": 2990, - "summary": "This page provides a crash course on Retrieval-Augmented Generation (RAG), defining it as a method that pairs LLMs with external databases. It details the four stages of RAG: Pre-retrieval, Retrieval, Post-retrieval, and Augmentation & Generation. A central diagram illustrates this workflow using a query about a debate between Elon Musk and Yann LeCun to demonstrate how RAG retrieves relevant context to generate an answer compared to a standard LLM response. The bottom section poses an 'Interesting Question' regarding whether long context windows can solve all data retrieval issues.", - "page_nums": [ - 8 - ], - "keywords": [ - "Elon Musk", - "Yann LeCun", - "Gao et al.", - "appliedAI" - ], - "connect_to": [ - { - "target": "asset_5ac1ae99-fd71-5ae6-ab11-4f13e040ec4f", - "relation": "embeds", - "ref": "[images/image_page_8_figure_1.png]" - }, - { - "target": "asset_7586961b-a15c-5b60-8d3a-c7319ae42586", - "relation": "embeds", - "ref": "[images/image_page_8_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_6c8bb125-5909-540e-b7ff-f176994c0d70", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n9\nWait! Naive RAG Doesn't Work Well!\nNaive RAG systems face inherent limitations of information retrieval and dependence on LLMs, such as those typical failure points \nreported in Barnett et al. [3], and more.\n\t\n●In response to the challenges of \nnaive RAG, Gao et al. [2] introduced \nthe concepts of advanced RAG \nand modular RAG to describe the \nevolution of RAG paradigms during \ndevelopment.\n\t\n●Advanced RAG: Enhances Naive RAG \nby improving retrieval quality with \npre- and post-retrieval strategies \nand refining indexing, e.g., through \nmetadata filtering.\n\t\n●Modular RAG: Introduces modularity \nfor greater flexibility, featuring \nenhanced functional modules and \nvarious module combination patterns, \nsuch as an additional search module \nfor retrieval (see Gao et al. [2] for \nfurther details).\n\t\n●\nLLM optimization is a growing area \nof interest, involving techniques \nvaring in model adaptation and \nexternal knowledge needed. Prompt \nengineering uses the model’s existing \nabilities, while comprehensive \noptimization often requires both RAG \nand finetuning.\n\t\n●\nThe decision to use RAG or finetuning \nshould align with the specific needs \nof the context, such as subject matter \nknowledge, domain specificity, and the \ngoal of improving accuracy.\nChallenges of a Naive RAG System\nFrom Naive RAG to Advanced and Modular RAG\nRAG\nModules\nPatterns\nRetrieve\nRead\nRetrieve\nRead\nRetrieve\nRead\nRewrite\nRerank\nNaive RAG\nAdvanced RAG\nDSP\n(Khattab et al.,2022)\nITER-RETGEN\n(Shao et al.,2023)\nPredict\nDemonstrate\nSearch\nRetrieve\nRead\nModularRAG\nNaive RAG\nAdvanced RAG\nUser\nQuery\nDocuments\nUser\nQuery\nIndexing\nRouting\nDemonstrate\nDocuments\nIndexing\nOutput\nPre-retrieval\n•Query Routing\n•Query Rewriting\n•Query Expansion\nRetrieval\nRetrieval\nFrozen LLM\nPrompt\nOutput\nFrozen LLM\nPrompt\nPost-retrieval\nRerank\nSummary\nFusion\nRewrite\nRerank\nRead\nRetrieve\nSearch\nMemory\nFusion\nPredict\nExternal \nKnowledge \nRequired\nModel \nAdaptation \nRequired\nHigh\nHigh\nLow\nLow\nFinetuning\nRAG\nPrompt \nEngineering\nAll of the above\nRetriever Finetuning\nStandard Prompt\nFew-shot Prompt\nXoT Prompt\ne.g. CoT, ToT\nNaive RAG\nAdd relevant contextual \nparagraphs\nAdvanced RAG\nIndex/pre-retrieval/ \npost-retrieval optimization\nModular RAG\nOrganic combination of \nmultiple modules\nCollaborative Finetuning\nGenerator Finetuning\nQuery\nRelevant Documents\nembeddings\nFragility\nImprecision\nMisleadingness\nDomain-specific \nranking expectations\nMissed Top-ranked\nNot in Context\nMissing Content\nNot Extracted or \nIncomplete\nInconsistency\nWrong Cut-off Point\nIncorrect \nSpecificity\nWrong Format\nUnfaithfulness\nCombine Context \nand Prompts\nAnswer\nLLM\nGeneration\nIndexing\nRetrieval\nInput\nDocuments\nChunks Vectors\nOutput\n1.\nPre-retrieval Stage\n2.\nRetrieval Stage\nUser\n3.\nPost-retrieval Stage\n4. \nAugmentation & \nGeneration Stage\n(cf. Gao et al. [2], Barnett et al.[3])\n(Adapted from Gao et al. [2])\n(Adapted from Gao et al. [2])\n\nappliedAI \n10\nSo, What Are Some Techniques to Enhance RAG?\nWe identified 12 advanced or modular RAG techniques that \ncan enhance different RAG components and estimated their \noverall complexity in terms of resource consumption, cost, \nlatency, duration of development cycle, and maintenance, \nalong with their projected contribution to overall quality and \ntrustworthiness.\nThis serves as a starting point to assess which techniques to \nprioritize in a project, considering different levels of resource \nconstraints, especially after identifying weak points in a RAG \nsystem.\nAdvanced RAG Techniques and Modules\nMetadata Filtering\nSearch Module & \nHybrid Search\nTask Adapter\nMultiple Indexing \nStructures\nHypothetical \nDocument \nEmbeddings (HyDE)\nInformation \nor Context \nCompression\nExtra Generation \n& Predicting\nQuery Engineering \n& Fusion\nRetrieval\nRetrieval\nRetrieval\nRetrieval\nRetrieval\nAugmentation\nAugmentation\nAugmentation\nAugmentation\nAugmentation\nPre-retrieval Query Processing\nGeneration\nGeneration\nGeneration\nRetrieval-augmented \nReasoning: \nRAT & RAGAR\nAdaptive Retrieval & \nSelf-RAG\nRouting\nMemory\nRetrieval\nPre-retrieval Query Processing\nRetrieval\nRetrieval\nRetrieval\nAugmentation\nAugmentation\nGeneration\nGeneration\nGeneration\nLOW\nLOW\nMEDIUM\nMEDIUM\nHIGH\nHIGH\nDegree of Complexity \n*Associated with resource consumption, cost, latency, duration of develoment cycle, and complexity of maintenance\nProjected Contribution to Overall Quality & Trustworthiness\nPre-retrieval Data Indexing\nRetrieval", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 1: RAG Industrialization - Landscape & Strategy/So, What Are Some Techniques to Enhance RAG?", - "metadata": { - "length": 4430, - "summary": "This section introduces 12 advanced or modular RAG techniques designed to enhance different components of a RAG system. It presents a chart that plots these techniques based on their 'Degree of Complexity' (considering resource consumption, cost, latency, etc.) versus their 'Projected Contribution to Overall Quality & Trustworthiness'. The identified techniques include Metadata Filtering, Hypothetical Document Embeddings (HyDE), Query Engineering & Fusion, Routing, Search Module & Hybrid Search, Task Adapter, Adaptive Retrieval & Self-RAG, Multiple Indexing Structures, Information or Context Compression, Extra Generation & Predicting, Memory, and Retrieval-augmented Reasoning (RAT & RAGAR).", - "page_nums": [ - 9, - 10 - ], - "keywords": [ - "appliedAI" - ], - "connect_to": [ - { - "target": "asset_0e609320-93dc-55d1-a23f-8a29a9b3cd98", - "relation": "embeds", - "ref": "[images/image_page_9_figure_1.png]" - }, - { - "target": "asset_6e3d5e2e-c8c9-574b-b54f-0d4486a78553", - "relation": "embeds", - "ref": "[images/image_page_9_figure_2.png]" - }, - { - "target": "asset_590337a0-bfca-5ab3-9d17-3209cbda9ee3", - "relation": "embeds", - "ref": "[images/image_page_9_figure_3.png]" - } - ], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_79297e09-b227-54a9-97bb-dd2a1dfce6d7", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n11\nSo, What Are Some Techniques to Enhance RAG?\nMetadata Filtering\nMain Improvement Areas: \nRetrieval\n Augmentation\nWhat & How:\n•\tAutomatically recognizing scope of \nretrieval and filtering the documents \nusing their metadata.\n•\tAttaching metadata like dates, \npurpose, chapter summaries, etc., to \nchunks.\nMemory\nMain Improvement Areas: \nRetrieval\n \nGeneration\nWhat & How:\n•\tIdentifying LLM memories most \nsimilar to the current input.\n•\tUtilizing a retrieval-enhanced \ngenerator for iterative memory \ncreation and self-improvement.\n•\tAligning the output with the target \ndata distribution during this reasoning \nprocess.\nRouting\nMain Improvement Areas: \nPre-retrieval Query Processing\nRetrieval\n \nWhat & How:\n•\tFlexibly alternating between sources \ndiverse in domain, language, and \nformat based on situation.\n•\tDetermining subsequent action to \nuser queries, including summarization, \nspecific database searches (vector, \ngraph, or relational databases, or \na hierarchy of indices), or merging \ndifferent paths.\nSearch Module & Hybrid Search\nMain Improvement Areas: \nRetrieval\n \nWhat & How:\n•\tImplementing direct searches on \nadditional data sources, such as \nsearch engines, SQL/No-SQL/graph \ndatabases, or user-specified texts or \ntables.\n•\tIntegrating results with those based \non semantic search from vector \ndatabases.\nQuery Engineering & Fusion\nMain Improvement Areas: \nPre-retrieval Query Processing\nRetrieval\n Augmentation\nGeneration\nWhat & How:\n•\t Editing, rewriting, or spliting user queries \nto remove errors and biases or to retrieve \nspecific information.\n•\t Expanding user queries into multiple \ndiverse perspectives and running parallel \nvector searches (multi-query approach).\n•\t Ranking/merging multiple responses \nand aligning the final response with both \nexplicit information and implicit user \nintentions.\nInformation or \nContext Compression\nMain Improvement Areas: \n \n \nAugmentation\n \nGeneration\nWhat & How:\n•\tCondensing and compressing a \nvast amount of relevant information \nextracted from extensive knowledge \nbases.\n•\tFiltering the contents and keeping \nonly the most relevant points before \npassing to LLM.\nMultiple Indexing Structures\nMain Improvement Areas: \nPre-retrieval Data Indexing\nRetrieval\n \nWhat & How:\n•\t Introducing graph structures to enhance \nretrieval by leveraging nodes and their \nrelationships.\n•\t Creating multi-index paths to increase \nefficiency.\nAdaptive Retrieval & Self-RAG\nMain Improvement Areas: \nRetrieval\n Augmentation\nGeneration\nWhat & How:\n•\t Enabling LLMs to determine when to \nsearch for necessary information, similar \nto how an agent uses tools.\n•\t Evaluating relevance and level of support \nof retrieved contexts.\n•\t Critiquing and assessing quality of final \noutput.\nTask Adapter\nMain Improvement Areas: \nRetrieval\n \nWhat & How:\n•\tAutomating retrieval of prompts for \nzero-shot task inputs from a pre-\nconstructed data pool, enhancing \nuniversality across tasks and models.\n•\tUtilizing LLM as a few-shot query \ngenerator and creates task-specific \nretrievers based on generated data.\n•\tLeveraging LLM's generalization \ncapability to develop task-specific \nretrievers with minimal examples.\nExtra Generation & Predicting\nMain Improvement Areas: \nAugmentation\n \nGeneration\nWhat & How:\n•\tUtilizing LLM to generate necessary \ncontext instead of direct retrieval.\n•\tAddressing redundancy and noise in \nretrieved content.\nHypothetical Document \nEmbeddings (HyDE)\nMain Improvement Areas: \nRetrieval\n Augmentation\nWhat & How:\n•\tCreating a hypothetical document \n(answer) to a query and retrieve \ncontexts similar to the hypothetical \ndocument (answer) based on its \nembeddings (HyDE).\n•\tEmphasizing the similarities \nbetween embeddings of potential \ndocuments (answers) and those of \nreal answers.\nRetrieval-augmented Reasoning: \nRAT & RAGAR\nMain Improvement Areas: \nRetrieval\n Augmentation\nGeneration\nWhat & How:\n•\t Merging the concepts of RAG with \nChain of Thought, enabling the system \nto logically reason in a certain direction \nand retrieve relevant contexts (RAT, \nRetrieval-augmented Thought [4]).\n•\t Incorporating both Chain of RAG \nand Tree of RAG alongside Chain of \nVerification steps against the most \ncurrent external web resources for \nmultimodal fact-checking (RAGAR, RAG-\naugmented reasoning [5]).", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 1: RAG Industrialization - Landscape & Strategy/And What Tools Can I Use to Develop a RAG System?", - "metadata": { - "length": 4322, - "summary": "This page, titled 'So, What Are Some Techniques to Enhance RAG?', outlines twelve distinct strategies for improving Retrieval-Augmented Generation systems. The techniques are presented in a grid format and include Metadata Filtering, Query Engineering & Fusion, Task Adapter, Memory, Information or Context Compression, Extra Generation & Predicting, Routing, Multiple Indexing Structures, Hypothetical Document Embeddings (HyDE), Search Module & Hybrid Search, Adaptive Retrieval & Self-RAG, and Retrieval-augmented Reasoning (RAT & RAGAR). Each section details the main improvement areas (such as Retrieval, Augmentation, or Generation) and explains the specific methods used.", - "page_nums": [ - 11 - ], - "keywords": [ - "LLM", - "SQL/No-SQL/graph databases", - "HyDE", - "RAT", - "RAGAR" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_b08c2510-f595-59f4-b60c-20b0e9a0acb8", - "type": "page", - "content": "appliedAI \n12\nAnd What Tools Can I Use to Develop a RAG System? \nFrequently Used Tools for RAG Solutions: A Quick Glance at Common and Distinct Features\nUnstructured Data Formats: Plain Text (HTML, MARKDOWN, TXT), Image (JPEG, PNG), Document (CSV, PDF)\nDense Retrieval: Top-k Listing, Similarity Threshold Listing\nGenerators: OpenAI, Cohere, AWS, Hugging Face Models\nCross-encoder Reranker: Hugging Face Sentence Transformer\nUnstructured Data Formats: JSON\nChunking Strategies: Header-based Chunking, Semantic Chunking\nTime-weighted Search\nGenerator: Anthropic\nCross-encoder Reranker: Flashrank\nSelf-querying/Auto-retrieval\nGenerator: Google\nGenerator: Google\nGenerator: Ollama\nGenerator: Azure\nMulti-querying\nGenerator: Ollama\nContextual Compression\nGenerator: Azure\nParent Document\nDiversity Ranker\nMetaFieldRanker\nRecursive Retrieval\nGenerator: Mistral\nGenerator: AlephAlpha\nGuardrail: NVIDIA NeMo\nGuardrail: Guardrails.ai\nGenerator: Mistral\nAuto-merging\nEmbedding Models: AI21, Aleph Alpha, Baidu, Google, Azure, Cohere, \nFastembed, Gradient, Jina, Mistral, Voyage...\nVector Databases: AstraDB, Chroma, Marqo, Neo4j, Pgvector, Azure, \nBaudu, Apache Cassandra, MyScale...\nChunking Strategies: Recursive \nChunking\nChunking Strategies: Hierachical \nChunking\nCross-encoder Reranker: ColBert \nRerank\nCross-encoder Reranker: Jina \nRerank\nCross-encoder Reranker: LLM \nRerank\nCross-encoder Reranker: Jina \nRanker\nUnstructured Data Formats: JSON, \nEPUB, HWP, IPYNB, DOCX, PPT, \nPPTX\nUnstructured Data Formats: TIFF, \nBMP, JSON, DOCX\nEmbedding Models: Anthropic, \nvLLM\nUnstructured Data Formats: TIFF, \nBMP, DOCX, PPTX, XLSX\nEmbedding Models: Azure, \nFastembed, Gradient, Jina, Mistral, \nOllama...\nVector Databases: AstraDB, Chroma, \nMarqo, Neo4j, Pgvector\nChunking Strategies: Fixed-size Chunking\nSparse Retrieval: Keyword-based Listing\nPrompt Templates (query, retrieved documents, instructions, examples, tone, style, output format)\nCross-encoder Reranker: Cohere Rerank\nEmbedding Models: OpenAI, Hugging Face, Cohere, AWS Models\nEmsemble Retrieval: Hybrid Search, Multi-embedding Search\nOutput Parsing (e.g., structured output, syntactically valid output, semantic validation)\nLong-context Reordering (Reordering most similar documents to context beginning/end to avoid Lost-in-the-Middle issue)\nVector Databases: Elasticsearch, FAISS, Milvus, OpenSearch, Pinecone, Qdrant, Weaviate\nMetadata Filtering\nPre-\nretrieval \nStage\nCommon \nFeatures\nCommon \nFeatures\nCommon \nFeatures\nCommon \nFeatures\nDistinct Features\nDistinct Features\nDistinct Features\nDistinct Features\nLangchain \n(v0.01.13)\nLlamaIndex \n(v0.10)\nHaystack \n(v1.25)\nHaystack \n(v2.0)\nRetrieval \nStage\nPost-\nretrieval \nStage\nAugmentation & \nGeneration Stage\n\nRAG: Strategic & Technical Insights\n13\nAlright, How Can I Strategically Prioritize My \nDevelopment Focus to Industrialize a RAG Project?\nThe RAG Industrialization Journey\nUse case identification & pre-\nevaluation (User requirments, \nbudget, infrastructure, critical \nlevel definition, etc.)\nChoosing the right technologies \naccording to company \nrequirements and existing \ninfrastructure\nAbility for fast technique \nassessment\nPairwise statistics\nData & metadata preparation\nSketching the overall scaffold to \nenhance scalable development\nProficiency in designing scalable, \nextensible, and maintainable \nsystem architectures\nHuman feedback (e.g., binary \nlikes/dislikes or A/B tests)\nUse case data exploration\nDetermining whether finetuning \nwill be needed and securing \nresources\nProficiency in data synthesis, \naugmentation, or bootstrapping \ntechniques\nData structure design (e.g., \nadditional keyword indices or \ntraditional search modules)\nMaximize long-term re-usability \nof data/metadata structure and \ncontents\nAbility to identify, prioritize, and \nmitigate technical debt early in \nthe development process\nCustom LLM-based or RAGAR \napproaches\nChunking strategy pre-\nselection/pre-evaluation\nCold-start problem: Little or \nno evaluation dataset in the \nbeginning\nVector DB establishment (data \npreprocessor, dataloader, text \nembedder, indexer)\nManaging technical debt \nto enhance scalability and \nmaintanability in the end.\nEmbedding model pre-\nselection/pre-evaluation & \ndecision on finetuning\nRisk identification: Discover \nmajor risks regarding resources, \nmarket demand\nInitial prompt development\nEvaluation given a limited \namount of data\nVector DB pre-selection/pre-\nevaluation\nManaging stakeholder \nexpectations\nInitial retrieval pipeline \ndevelopment\nLLM tech stack pre-selection/\npre-evaluation\nInitial augmentation \n& generation pipeline \ndevelopment\nLLM pre-selection/pre-\nevaluation\nInitial dIalogue flow and \norchestration development\nInitial Chat UI\nInitial evaluation mechanism\nContinually collecting expert \nfeedback and guarantee value\nSystem architecture \ndevelopment\nAttaining precise retrieval given \na wide spectrum of queries and \nscenarios\nProficiency in identifying key \nmodules for improvement\nRegular RAG evaluation \nmetrics (context relevancy, \nanswer relevancy, response \ncompleteness, faithfulness, \ncontext utilization, factual \naccuracy, context precision, \ncontext recall, answer \ncorrectness, answer similarity)\nLong-term infrastructure \ndevelopment (optimizing \ncomputing & data storage \nresources)\nEnsuring scalability & \ninteroperability across different \nunits/regions during fan-out\nAbility to envision the long-term \ngoals and requirements of the \nsystem\nQuality metrics (regular RAG \nmetrics, RAGAR etc.)\nDeploying model updates and \nsystem patches and upgrades\nEnsuring continuous uptime and \navailability of the system\nExpertise in implementing fault-\ntolerant, scalable architectures\nSystem uptime, health, and \nfailure metrics\nPre-retrieval optimization \n(Reconsideration of chunking/\nembedding strategies, data \nstructure, expansion of data)\nPrioritizing optimization modules \nand recipes\nExpertise in compliance and \nsecurity\nCustom LLM-based or RAGAR \napproaches.\nHuman feedback (e.g., binary \nlikes/dislikes or A/B tests)\nLong-term deployment \nAutomation\nEnsuring system robustness & \nreliability\nProficiency in optimizing \nresource utilization\nPerformance metrics (latency, \ncost, token counts etc)\nResource utilization metrics \n(computing, storage)\nContinual retrieval/response \nquality evaluation and \nmonitoring\nScaling the system dynamically \nto handle fluctuating workloads \nand demand spikes\nProficiency in implementing CI/\nCD pipelines\nOutage recovery metrics\nResource utilization metrics \n(computing, storage)\nPerformance metrics (latency, \ncost, token counts etc)\nQuality metrics (regular RAG \nmetrics, RAGAR etc.)\nQuery optimization (e.g., \ncorrection, elaboration, \nquotation, situational info, etc)\nHandling edge cases, \nunexpected inputs, errors.\nEnhancing scalability & \ninteroperability\nOptimizing resource utilization \nto maximize efficiency and \nminimize costs.\nSystem performance, health, \nand failure monitoring\nManaging updates, patches, \nupgrades without disrupting \noperations\nRetrieval optimization (e.g., \ndifferent retrieval methods, \nadditional hybrid search or \nmetadata filtering modules)\nHandling noises and \ninconsistencies in the data\nEnhancing system robustness \n& reliability\nCollaborating with cross-\nfunctional teams, including \noperations, security, compliance \netc, to drive improvement\nResource & cost monitoring, \navoiding over-provisioning.\nResponse quality optimization \n(e.g., iterative response \ngeneration)\nAddressing security, privacy, \nethical, & legal concerns\nEnhancing data privacy \nprotection\nContinual quality, performance, \n& cost optimization\nDIalogue flow and orchestration \noptimization\nDeveloping long-term \nsustainable evaluation metrics \nand automatic dataset updating \nmechanisms\nOptimizing cost & system \nperformance\nConducting regular backups, \ndisaster recovery drills, data \nconsistency checks to ensure \nbusiness continuity\nAnti-attack & ethical/legal \ncompliance mechanism \ndevelopment\nChange Management Process \nestablishment & continual \nbenchmarking (e.g., after \nmodel/system/data updates)\nResponding to incidents, \noutages, and emergencies \npromptly and effectively to \nminimize impact on users and \nbusiness operations.\nUI development\nLong-term monitoring \nand alerting mechanism \ndevelopment\nContinually collecting expert \nfeedback and guarantee value\nPersonal data and log \nmanagement\nMaintence SOP development & \noperational Documentation\nData updating pipeline \ndevelopment\nTraining and knowledge transfer\nDevOps cycle establishment\nContinually collecting expert \nfeedback and guarantee value\nContinually collecting expert \nfeedback and guarantee value\nEvaluation mechanism and \nmetrics development (e.g., \nhuman feedback, automated \nevaluation etc.) -retrieval/\nresponse/system performance.\nBackup, failover, & recovery \nmechanism development\nCore Development Focus\nKey Challenges\nKey Capabilities\nKey Metrics\nIdeation \nIdeation \nIdeation \nIdeation \nPrototyping \nPrototyping \nPrototyping \nPrototyping \nProof of Concept (PoC)\nProof of Concept (PoC)\nProof of Concept (PoC)\nProof of Concept (PoC)\nBest-known Methods (BKM) \nBest-known Methods (BKM) \nBest-known Methods (BKM) \nBest-known Methods (BKM) \nOperation\nOperation \nOperation \nOperation", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 1: RAG Industrialization - Landscape & Strategy/Alright, How Can I Strategically Prioritize My Development Focus to Industrialize a RAG Project?", - "metadata": { - "length": 9193, - "summary": "This section outlines the strategic framework for industrializing a RAG project, structured as 'The RAG Industrialization Journey'. It details four key dimensions—Core Development Focus, Key Challenges, Key Capabilities, and Key Metrics—across five distinct phases: Ideation, Prototyping, Proof of Concept (PoC), Best-known Methods (BKM), and Operation. The content provides specific tasks, potential obstacles, required skills, and performance indicators relevant to each phase of the development lifecycle.", - "page_nums": [ - 12, - 13 - ], - "keywords": [ - "RAG", - "appliedAI" - ], - "connect_to": [ - { - "target": "asset_2177dee8-30e8-5ed5-99f0-6ed89f2022de", - "relation": "embeds", - "ref": "[tables/table_page_12_1.html]" - } - ], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_6df0cc41-e6e4-5e9b-b829-c3da83cda97f", - "type": "page", - "content": "appliedAI \n14\nSection 2: \nRAG Recipes for \nReal-World Challenges\n\nRAG: Strategic & Technical Insights\n15\nRAG Cold Start Analytics: Exploiting the Potential of Pairwise Cosine Similarities\nThe Underlying Idea\n\t\n●\nNguyen et al. [6] assessed the quality of embeddings \nfrom a general LLM (GPT-3) and a finetuned LLM \nspecific to astronomy (AstroLLaMA) by examining the \ndistribution of pairwise cosine similarity scores (see \nright, divided into 10 equal bins based on similarity levels \nfrom GPT-3).\n\t\n●\nGiven this set of domain-specific documents, \nembeddings by GPT-3 are overly generic with similarities \nclustering around 0.7–0.9, suggesting a lack of \ndiscriminative power.\n\t\n●\nEmbeddings generated by the finetuned model exhibits \na much higher variance within each decile, pointing to a \nhigher proficiency at capturing the semantic diversity in \nthis domain.\n\t\n●\nThis hints at the possibility that quality of embeddings \nmay be reflected in the distribution of pairwise cosine \nsimilarity scores.\n\t\n●\nOn the basis of thorough sanity checks, an even \ndistribution of embeddings may be indicative of a \nmore granular semantic representation, contributing to \nimproved document retrieval.\nThe Cold Start Recipe: \nData-Driven Chunking & Embedding Strategy Without Evaluation Dataset\nBackground & Goals of this Recipe\n\t\n●\nAcross diverse domains, a crucial objective in the initial \nphase of RAG development is to establish an effective \nstrategy for chunking and embedding the data to enable \nefficient and relevant retrieval.\n\t\n●\nThe decisions concerning chunking and embedding at \nthe outset have a significant impact on system design \nand output quality. These choices not only involve the \ncosts of computing resources but are also difficult to \nchange once determined.\nChallenges Addressed\n\t\n●\nScant Availability of an Evaluation Dataset: At project \noutset, a common bottleneck is the absence of a well-\nconstructed dataset developed by domain experts.\n\t\n●\nLack of Time and Resource: In the early stage, developers \noften face time and resource constraints that limit \nextensive validation of their approach. However, they \nrequire a tool to assist in making quick design decisions \ndue to the urgency of showcasing a working prototype to \nstakeholders.\nApplied to the appliedAI AI Act White Paper\n\t\n●\nData: As a prelimiary experiment, we applied this idea \nof looking into pairwise cosine similarities for initial \nchunking/embedding assessment to the appliedAI \nwhite paper: AI Act: Risk Classification of AI Systems \nfrom a Practical Perspective (7511 words).\n\t\n●\nGoal: Gain a quick understanding of the quality of \nembeddings from text-embedding-ada-002 and albert-\nsmall-v2.\n\t\n●\nExperimental Configurations: The Langchain \nCharacterTextSplitter was employed to segment \nthe data, with a chunk size of 1000 and zero overlap \nbetween chunks. Additionally, the Langchain \nQAGenerationChain was utilized to automatically \ngenerate question-answer pairs from these chunks for \na basic RAGAS evaluation using a naive RAG scenario \n(Top-k=1, GPT-3.5 Turbo as the response language \nmodel).", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The Cold Start Recipe: Data-Driven Chunking & Embedding Strategy Without Evaluation Dataset", - "metadata": { - "length": 3100, - "summary": "This section outlines a 'Cold Start Recipe' for establishing data-driven chunking and embedding strategies in Retrieval-Augmented Generation (RAG) systems when an evaluation dataset is unavailable. It addresses challenges such as the scarcity of expert-constructed datasets and resource constraints. The core methodology involves analyzing pairwise cosine similarity scores to assess embedding quality, drawing on research by Nguyen et al. that compares general LLMs (GPT-3) with domain-specific models (AstroLLaMA). A higher variance in similarity scores indicates better semantic representation. The section concludes with a practical application of this analytics approach to the 'appliedAI AI Act White Paper', utilizing Langchain tools like CharacterTextSplitter and QAGenerationChain to generate synthetic question-answer pairs for initial system assessment.", - "page_nums": [ - 14, - 15 - ], - "keywords": [ - "Nguyen et al.", - "GPT-3", - "AstroLLaMA", - "appliedAI", - "Langchain", - "RAGAS", - "GPT-3.5 Turbo" - ], - "connect_to": [ - { - "target": "asset_82250ba7-f4fc-5fbd-bd53-db2d33df30b4", - "relation": "embeds", - "ref": "[images/image_page_15_figure_1.png]" - }, - { - "target": "asset_a217340b-8aae-5b55-864c-3cd54b679ce4", - "relation": "embeds", - "ref": "[images/image_page_15_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_2656378a-05bd-5a23-aa48-66fcdd9d3176", - "type": "page", - "content": "appliedAI \n16\n\t\n●\nBased on this idea, appliedAI Initiative developed \na prototype RAG cold start analytic app that \nallows:\n\t\nȃ\nGrid search over different embedding \nmodels, chunking methods, chunk sizes, \nchunk overlaps, retriever search types, and \nnumber of top-K chunks.\n\t\nȃ\nAutomatic QA generation and evaluation \nusing RAGAS metrics.\n\t\nȃ\nExploratory data analysis (EDA) on pair-wise \ncosine similarity score distributions the such \nas descriptive univariate statistics.\n\t\nȃ\nComparative analysis of pair-wise cosine \nsimilarity score distributions by decile \nbetween any two grid points.\n\t\n●\nCompared to other approaches that project \nembeddings into 2D spaces for visual inspection \nof embedding quality, this approach offers a \nconcrete, quantitative measure.\n\t\n●\nBasic sanity checks, e.g., ensuring that similar \ndocuments receive higher pairwise cosine \nsimilarity scores, should be conducted to ensure \nthat the models did not yield noises.\n\t\n●\nResults:\n\t\nȃ The range of pairwise cosine similarity scores from either \ntext-embedding-ada-002 or albert-small-v2 clustered \nabove 0.6, which is not ideal for threshold-based retrieval. \nThis suggests that neither model may be optimal for this \nparticular dataset.\n\t\nȃ However, an initial exploratory data analysis revealed \nthat albert-small-v2 yielded a distribution that was \nslightly more peaked, indicating potentially lower quality \ncompared to text-embedding-ada-002, as also reflected \nin the RAGAS scores.\nQuestions\nGround Truth\nResponse \ntext-embedding-\nada-002\nResponse \nalbert-small-v2\nAccording to \nthe study, what \npercentage of \nthe AI systems \nexamined were in \nthe high-risk class?\n 18%\nAccording to the \nstudy, 18% of the AI \nsystems examined \nwere in the high-risk \nclass.\nThe study does not \nprovide information \non the percentage of \nAI systems examined \nthat were in the high-\nrisk class.\nWhat are the three \nrisk classes outlined \nin the AI Regulation, \nand what are the \nmain requirements \nfor each?\nThe three risk classes \noutlined in the AI \nRegulation are high-risk, \nlow-risk, and unclear. The \nmain requirements for \neach are not specified in \nthe provided context.\nProhibited AI \nsystems, High-risk \nAI systems, and \nLow-risk AI systems.\nI'm sorry, but the \ncontext provided \ndoes not mention \nthe three risk classes \noutlined in the AI \nRegulation or their \nmain requirements.\nContext \nPrecision\nContext \nRecall\nContext \nRelevance\nFaithfulness\nAnswer \nCorrectness\nAnswer \nRelevance\ntext-embedding-\nada-002\n0.85\n0.58\n0.10\n0.67\n0.53\n0.89\nalbert-small-v2\n0.65\n0.37\n0.05\n0.46\n0.29\n0.47\nThe Cold Start Recipe: \nData-Driven Chunking & Embedding Strategy Without Evaluation Dataset\n Prototyping a RAG Cold Start Analytic App", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The Virtual Havruta Recipe: Optimizing Queries for Multifaceted Contexts & Precise Citations", - "metadata": { - "length": 2708, - "summary": "This page details the results of a 'Cold Start Recipe' for data-driven chunking and embedding strategies. It compares two models, text-embedding-ada-002 and albert-small-v2, using tables to show pairwise cosine similarity distributions, RAGAS metrics (like Context Precision and Answer Relevance), and specific QA examples. The bottom section introduces a prototype RAG Cold Start Analytic App developed by appliedAI Initiative, which features grid search experiments, automatic evaluation, and exploratory data analysis visualizations.", - "page_nums": [ - 16 - ], - "keywords": [ - "The Cold Start Recipe", - "text-embedding-ada-002", - "albert-small-v2", - "RAGAS", - "appliedAI Initiative", - "appliedAI" - ], - "connect_to": [ - { - "target": "asset_0071fbf7-bee1-5b71-afea-d1123f49530d", - "relation": "embeds", - "ref": "[tables/table_page_16_1.html]" - }, - { - "target": "asset_4b9d9b23-c3d8-5f1d-9399-5d03e6e7319f", - "relation": "embeds", - "ref": "[images/image_page_16_figure_2.png]" - }, - { - "target": "asset_0f22389e-2cf0-5900-8636-7e17653021d7", - "relation": "embeds", - "ref": "[tables/table_page_16_3.html]" - }, - { - "target": "asset_942ce9bd-36e8-5ab1-915e-9a71172518ea", - "relation": "embeds", - "ref": "[images/image_page_16_figure_4.png]" - } - ], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_1bcc2537-de4d-559b-953b-52f4e31a95cb", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n17\nChallenges Addressed\n\t\n●\nIncomplete Queries: User \nqueries don’t always contain \ncritical information for \nsemantic search.\n\t\n●\nImplicit Assumptions: User \nqueries may be short or \nfragile but carry rich implicit \nbackground knowledge and \nassumptions.\n\t\n●\nNon-Aligned Reranking: \nSimilarity scores or reranking \nmay not always align with \ndomain-specific conventions, \nuser habits, concepts, or \nexpectations about the best \nreferences, e.g., when primary \nsources (e.g., Tanakh, Talmud) \nare preferred over secondary \nsources (e.g., liturgy, \ncommentary).\n\t\n●\nPrecision Demands: Highly \nprecise citations among \nsimilar, neighboring chunks \nmay be required.\nMetadata Filtering & Customized \nReranking\n\t\n●\nMetadata of retrieved references are used to \nlimit the scope on primary sources (e.g., Tanakh, \nTalmud) or secondary sources (e.g., liturgy, \ncommentary).\n\t\n●\nThe results are then ranked based on a weighted \ncombination of cosine similarity scores, \ncustomized LLM-based suitability ratings, and/or \nauthoritative scores specific to Sefaria data.\n\t\n●\nThe authoratative scores indicate the degree of \nimportance of certain references in this context \nand are particular suitable to highlight primary \nsources.\nThe Virtual Havruta Recipe: \nOptimizing Queries for Multifaceted Contexts & Precise Citations\nBackground & Goals of this Recipe\n\t\n●\nVirtual Havruta is a Judaism study companion that uses RAG techniques to generate research-oriented explanations based on \nreliable scriptural references.\n\t\n●\nThe project is an ongoing open-source endeavor, resulting from the collaborative efforts of TUM Venture Labs, Sefaria, \nand the appliedAI Initiative GmbH. It leverages the substantial array of resources and digitalization work that Sefaria has \ncontributed to the realm of Jewish scriptures.\n\t\n●\nTypically, answering a specific question requires rich and multifaceted contextual knowledge, and users expect highly \naccurate responses.\nQuery Engineering, Fusion, & HyDE\n\t\n●\nUser queries are firstly screened, edited, and adapted into \nerror-free, unbiased, serious, and pertinent research-oriented \nquestions.\n\t\n●\nSeveral further query bricks are then evolved, including the \nEnglish translation, key words and concepts associated with the \nquery, an elaborated version of the query with more contexts, \n(hypothetical) scriptural quotations related to the query, critiques \non the query, and potential directions to answer the question.\n\t\n●\nThese query bricks are then recombined into primary source \nquery and secondary source query for retrieval.\nReferences\n1. Reference: Sanhedrin 23b:9. Version Title: \nWilliam Davidson Edition - English. Document \nCategory: Talmud. URL: https://www.sefaria.org/\nSanhedrin.23b.9.\n2. Reference: Kiddushin 76b:13, Version Title: \nWilliam Davidson Edition - English. Document \nCategory: Talmud. URL: https://www.sefaria.org/\nKiddushin.76b.13.\n3. Reference: Mishneh Torah, Forbidden Intercourse \n20:4. Version Title: Mishneh Torah, trans. by Eliyahu \nTouger. Jerusalem, Moznaim Pub. c1986-c2007. \nDocument Category: Halakhah. URL:\nhttps://www.sefaria.org/Mishneh_Torah,_\nForbidden_Intercourse.20.4.l\nReference: Mishneh Torah, Forbidden Intercourse \n20:4. Version Title: Sefaria Community Translation. \nDocument Category: Halakhah. URL:\nhttps://www.sefaria.org/Mishneh_Torah,_\nForbidden_Intercourse.20.4.\nwhat are the cases in the Talmud pertaining to \nlaws regarding a pwrsons ,ייחוסwhere a testimony \nof an individual is believed only immediately, but \nas some very short time elapses, this individual's \ntestimony is not to be believed\n“Should have retrieved this one [Kiddushin.73b.8]”\n“Marcus Jastrow \nDictionary”\n“Encyclopedia \nJudaica”\n“Maccabees 1 ?” \nReferences\n1. Reference: Rabbeinu Bahya, Shemot 15:25:1. Version Title: \nTorah Commentary by Rabbi Bachya ben Asher, trans. \nEliyahu Munk, 1998. Document Category: Commentary URL: \nhttps://www.sefaria.org/Rabbeinu_Bahya,_Shemot.15.25.1.\n2. Reference: Sforno on Deuteronomy 4:8:1. Version Title: \nEliyahu Munk, HaChut Hameshulash. Document Category: \nCommentary. URL: https://www.sefaria.org/Sforno_on_\nDeuteronomy.4.8.1.\n3. Reference: Rabbeinu Bahya, Bamidbar 19:2:4. Version \nTitle: Torah Commentary by Rabbi Bachya ben Asher, trans. \nEliyahu Munk, 1998.. Document Category: Commentary \nURL: https://www.sefaria.org/Rabbeinu_Bahya,_\nBamidbar.19.2.4.\n“Can you explain the \nconcept of ”דרכי שלום\nPrimary sources (e.g., Tanakh, Talmud), not commentaries, \nshould be the top-ranking sources.\nPrimary Source\nMetadata Filtering\nSimilarity\nLLM Rating\nAuthoritative Score\n:\n&\n*\n*\nSecondary Source\nMetadata Filtering\nSimilarity\nLLM Rating\n:\n&\n*\n*\nUser Query\nScreening LLM\nTranslation\nSecondary Source Query \n(Liturgy, Commentary )\nPrimary Source Query \n(Tanakh, Talmud )\nKey Concepts\nElaboration\nQuotation\nChallenge\nDirections\nReformed Query\nEditing\nAdapting\nMulti-querying and query-brick \nrecombination for multifaceted \nsemantic search", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The Deepset Recipe: Unlocking the Mastery of Metadata for Filtering, Searching, and Reranking", - "metadata": { - "length": 4971, - "summary": "This document page outlines the 'Virtual Havruta Recipe,' a project designed to optimize queries for multifaceted contexts and precise citations in Jewish scripture study. It details the background, goals, and challenges addressed by this RAG-based system, such as incomplete queries and non-aligned reranking. The page further explains the query engineering process, including screening, editing, and adapting user inputs into primary and secondary source queries, alongside metadata filtering strategies.", - "page_nums": [ - 17 - ], - "keywords": [ - "TUM Venture Labs", - "Sefaria", - "appliedAI Initiative GmbH" - ], - "connect_to": [ - { - "target": "asset_36fe7964-1a89-51be-b9c4-71519207bcad", - "relation": "embeds", - "ref": "[images/image_page_17_figure_1.png]" - }, - { - "target": "asset_fad0bd83-3ee7-5252-95c6-1017279b6565", - "relation": "embeds", - "ref": "[images/image_page_17_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_79ce7558-0622-5206-97cc-68534eb96e56", - "type": "page", - "content": "appliedAI \n18\nThe Deepset Recipe: \nUnlocking the Mastery of Metadata for Filtering, Searching, and Reranking\nBackground & Goals of this Recipe\n\t\n●\nThis recipe aims at enhancing document retrieval and \nanswer quality by leveraging metadata to preserve \ncontextual understanding across the pipeline of a RAG-\nbased question answering system.\n\t\n●\nThis recipe has been applied in several use cases, \nexpanding the functionality of RAG-based systems \nwithin legal, academic, and media domains, particularly \nin developing RAG-enabled chatbots for efficiently \nanswering queries within large legal and newspaper \ncorpora.\nMetadata for Hybrid Search\n\t\n●\nMetadata can be utilized as strict filters that refine the \nscope of search results.\n\t\n●\nMetadata can be used to guide keyword-based search \nalgorithms (e.g. BM25) by including specific metadata \nfields, enhancing the relevancy of results.\n\t\n●\nMetadata can be used also for embedding retrieval (vector \nsearch) through vectorization of both the document's \ntextual content and selected metadata fields to improve \nsearch precision.\nMetadata for Enhancement of Relevance and Consistensy\nChallenges Addressed\n\t\n●\nData Variability: Handling missing or inconsistent metadata \nacross different documents is a significant challenge.\n\t\n●\nMetadata Relevance: Identifying which metadata fields are \nrelevant for the types of questions that end-users will ask \ncan be challenging.\nMetadata for Reranking\n\t\n●\nSemantic reranking models, such as Cross Encoders, can \nincorporate metadata by prepending its values to the \ndocument text, ensuring that this additional context is \nfactored into the reranking process.\n\t\n●\nTemporal or recentness reranking models prioritize \ndocuments not just by relevance but also by recency, \nutilizing date-based metadata like the Issue Date to \nbalance the importance of content freshness with topical \npertinence.\nHow much money is the contract with \nPear LLC from 2022?\nThe Pear LLC contract is worth 1 \nmillion euros. The project will …\nThe Pear LLC contract is worth 1 \nmillion euros. The project will …\nQuestion\nThe question cannot be answered \nconclusively. There are two contracts \nfor two different amounts.\nAnswer\nPrompt: \nYou are a helpful assistant …\nFile 1:\nThe Pear LLC contract is 1 million \neuros. The project will …\nFile 2:\nThe Pear LLC contract is 20 million \neuros. The project will … …\nGenerator\nFiles\n{\n Issue Date: 2024\n}\nMetadata\nHybrid Search\n + Reranking\nHow much money is the contract with \nPear LLC from 2022?\nOptional: \nAutomatic Filter Extraction\nE.g. Issue Date: 2022\nIssue Date: 2024\nThe Pear LLC contract is 1 million \neuros. The project will …\nQuestion\nThe Pear LLC contract from 2022 is \nworth 20 million euros. \nAnswer\nPrompt: \nYou are a helpful assistant …\nFile 1:\nIssue Date: 2024\nThe Pear LLC contract is 1 million \neuros. The project will …\nFile 2:\nIssue Date: 2022\nThe Pear LLC contract is 20 million \neuros. The project will …\nGenerator w/ Metadata\nHybrid Search\n + Reranking\nExternal Data\nNo Metadata\nWith Metadata\n\nRAG: Strategic & Technical Insights\n19\nAgent-Driven SQL Scoping\n\t\n●\nLLM-agents are implemented to actively identify \nappropriate response scopes as well as document filtering \ncriteria.\n\t\n●\nThe agents then construct corresponding SQL queries \nfrom natural language inputs, incorporating the suitable \nfilters.\n\t\n●\nThe generated SQL queries are enhanced using LLM \nthrough multiple iterations, leading to improved retrieval \nresult quality.\nTask-specific Finetuning\n\t\n●\nTask-specific finetuning focuses on learning private \ncompany knowledge, while domain-specific finetuning is \nbroader, optimizing the model with public data within a \nprofessional field.\n\t\n●\nTriplets of [query, true answer, hard negative answer], \nwere utilized for finetuning [7].\n\t\n●\nOverall performance was dominated by the quality of the \nhard negative answers. \n\t\n●\nIn this case, auto-tuning, i.e., using a LLM to automatically \ngenerate high-quality training data, especially hard \nnegative answers, appears a promising approach.\n\t\n●\nTask-specific finetuning eventually outperforms domain-\nspecific finetuning on NDCG@10.\nThe Jina AI Recipe: \nAgent-Driven SQL Scoping and Task-Specific Finetuning for Patent Search\n Background & Goals of this Recipe\n\t\n●\nWhen assessing a new technology for patenting, legal \nexperts must take much time to thoroughly comprehend \nthe innovation, identify keywords for patent searches, and \ndetermine key elements of the patent application.\n\t\n●\nThis recipe creates a co-pilot to assist patent \nprofessionals in interactively analyzing new patents, \nmitigating IP risks, and identifying innovation scope \nthrough optimized semantic search and patent retrieval \ncapabilities.\nChallenges Addressed\n\t\n●\nInadequate Precision: Classic keyword matching, vector \nsearch, and reranking fall short for intricate, high-\nprecision semantic matching.\n\t\n●\nScoping for SQL Search: Creating dynamic scoping filters \nand crafting reliable SQL queries for structured database \nsearches presents significant complexities.\n\t\n●\nDomain-Specific Embeddings: Tailoring an embedding \nmodel for a specific domain demands a carefully \ndesigned finetuning approach to optimize its \ndiscriminative power for domain-specific texts.\nBicycle Equipped with \nVersatile Dual Chain Drive\n…\ntwo cranksets \nsymmetrically\nmounted\n…\nQuery\nTandem bicycle\n…\nRetrieved Contexts\nStep 1: Establish Baseline\n[Key Techniques] \nEmbeddings + Vector DB\n[Observations]\n�� Decent high-level semantic matching and retrieval.\n�� Detailed-level semantic matching and retrieval didn’t \nwork.\nQuery\n Dual pedaling \nmechanism bicycle\nRetrieved Contexts\nStep 2: Implement Out-of-the-Box Improvements\n[Key Techniques] \nEmbeddings + Vector DB + Reranking (testing different \ncombinations of embeddings and rerankers)\n[Observations]\n�� Improved high-level semantic matching and retrieval.\n�� improved detailed-level semantic matching and retrieval.\nBicycle Equipped with \nVersatile Dual Chain Drive\n…\ntwo cranksets \nsymmetrically\nmounted\n…\nQuery\nTwo wheel drive bicycle \nwith a dual \nchain-and-sprocket \ndrive mechanism driven \nby a two-sided \npaddle-sprocket \nsystem\n...\nRetrieved Contexts\nStep 3a: Apply Additional Optimization \nTechniques without Finetuning\n[Key Techniques] \n Embeddings + Vector DB + Reranking + Chunking + \nAgent-Driven Scoping & SQL Queries\n[Observations]\n�� Detailed-level semantic matching and retrieval was \nsignificantly improved.\nBicycle Equipped with \nVersatile Dual Chain Drive\n…\ntwo cranksets \nsymmetrically\nmounted\n…\nQuery\nTwo wheel drive bicycle \nwith a dual \nchain-and-sprocket \ndrive mechanism driven \nby a two-sided \npaddle-sprocket \nsystem\n...\nRetrieved Contexts\nStep 3b: Task-specific Finetuning of Embedding \nModels\n[Key Techniques] \nLoRA finetuning\n[Observations]\n�� There is a potential for task-specific, “automated” \noptimization.\n�� Detailed-level semantic matching and retrieval was \nsignificantly improved.\n�� Finetuning demands the time-consuming and \nresource-intensive preparation of training data, which \ncan be a costly endeavor.\nBicycle Equipped with \nVersatile Dual Chain Drive\n…\ntwo cranksets \nsymmetrically\nmounted\n…", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The Jina AI Recipe: Agent-Driven SQL Scoping and Task-Specific Finetuning for Patent Search", - "metadata": { - "length": 7145, - "summary": "This section outlines 'The Jina AI Recipe' for patent search, which utilizes agent-driven SQL scoping and task-specific finetuning. It addresses challenges like inadequate precision in classic search methods by implementing LLM agents to construct dynamic SQL queries for filtering. The process involves establishing a baseline, implementing out-of-the-box improvements, and applying task-specific finetuning (e.g., LoRA) to optimize embedding models for domain-specific texts, ultimately improving retrieval quality.", - "page_nums": [ - 18, - 19 - ], - "keywords": [ - "Jina AI", - "LLM-agents", - "LoRA" - ], - "connect_to": [ - { - "target": "asset_ffedfc12-6791-5971-bf1d-9dc33ba19f7b", - "relation": "embeds", - "ref": "[images/image_page_18_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 19, - "artifact_ref": "page_citation_assets/page-19.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_c1d20713-1136-505f-a061-1a1e94f9b4c4", - "type": "page", - "content": "appliedAI \n20\nThe RAGAR Recipe: \nMultimodal RAG-augmented Reasoning for Fact-checking\n Background & Goals of this Recipe\n\t\n●\nThe increasing prevalence of misinformation, particularly \nin the context of political discourse, necessitates \nadvanced solutions for fact-checking.\n\t\n●\nThis recipe introduces RAG-augmented reasoning \n(RAGAR) approaches, in particular Chain of RAG (CoRAG) \nand Tree of RAG (ToRAG) in combination with Chain of \nVerification to achieve evidence-based verification of \nopen-ended multimodal claims [5] .\n\t\n●\nOriginally designed for political fact-checking, RAGAR \ncan be repurposed for various industry applications and \nis ideal for situations requiring thorough verification, \ncomplex reasoning, and accurate fact-checking.\nChallenges Addressed\n\t\n●\nContextualized Multimodal Claim Generation: Generating \nclaims from textual input, while selectively highlighting \nrelevant contextual information and filtering out irrelevant \ndetails from the image, presents its own challenge.\n\t\n●\nOpen-ended Multimodal Evidence Retrieval: Another \nchallenge involves retrieving text and image evidence \nfrom the internet while adhering to the correct time \nframe, filtering out inappropriate sources, and effectively \nutilizing image metadata.\n\t\n●\nDynamic, Agentic Reasoning Actions: Dynamically \ndetermining the most logical reasoning path to follow, \nand deciding when to stop based on sufficient evidence \naccumulation while applying chain of thought and tree \nof thought necessitates careful management of prompts \nand workflow.\nThe RAGAR Approaches: Chain of RAG (CoRAG) & Tree of RAG (ToRAG)\nQuestion\nQA Pair\nRAG\nQuestion\nQA Pair\nRAG\nQuestion\nQA Pair\nRAG\nQuestion\nQA Pair\nRAG\nQuestion\nQA Pair\nRAG\nCollected QA Pairs\nVeracity Prediction\nLabel\nExplanation\nMultimodal Claim Generation\nClaim + Image Context\nQuestion\nQA Pair 1\nRAG\nQuestion\nQA Pair 2\nRAG\nQuestion\nQA Pair 3\nRAG\nQA Elimination\nQA Pair 3\nQuestion\nQA Pair 1\nRAG\nQuestion\nQA Pair 2\nRAG\nQuestion\nQA Pair 3\nRAG\nQA Elimination\nQuestion\nQA Pair 1\nRAG\nQuestion\nQA Pair 2\nRAG\nQuestion\nQA Pair 3\nRAG\nQA Elimination\nQA Pair 1\nQA Pair 2\nTree of RAG\nChain of RAG\nCollected QA Pairs\nVeracity Prediction\nLabel\nExplanation\nClaim\nWestern \nInterconnection\nEastern \nInterconnection\nERCOT \nInterconnection", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Background & Goals of this Recipe", - "metadata": { - "length": 2267, - "summary": "This section outlines the background and goals of the RAGAR recipe, which addresses the increasing prevalence of misinformation in political discourse. It introduces RAG-augmented reasoning (RAGAR) approaches, specifically Chain of RAG (CoRAG) and Tree of RAG (ToRAG), combined with Chain of Verification for evidence-based fact-checking. The text notes that while originally designed for political fact-checking, the method is repurposable for various industry applications requiring thorough verification.", - "page_nums": [ - 20 - ], - "keywords": [ - "RAGAR", - "Chain of RAG", - "CoRAG", - "Tree of RAG", - "ToRAG" - ], - "connect_to": [ - { - "target": "asset_21302afc-9155-5cfb-bb21-c13c3ca879bd", - "relation": "embeds", - "ref": "[images/image_page_20_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_c66f841f-028e-54cc-917f-fa7dff351345", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Background & Goals of this Recipe p20]", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Challenges Addressed", - "metadata": { - "length": 211, - "summary": "The section titled 'Challenges Addressed' outlines three primary difficulties in multimodal fact-checking. These include Contextualized Multimodal Claim Generation, which involves generating claims from text while filtering relevant image details; Open-ended Multimodal Evidence Retrieval, focusing on retrieving text and image evidence with correct timeframes and source filtering; and Dynamic, Agentic Reasoning Actions, which requires managing prompts to determine logical reasoning paths and when to stop based on evidence accumulation.", - "page_nums": [ - 20 - ], - "keywords": [ - "RAGAR", - "Chain of RAG (CoRAG)", - "Tree of RAG (ToRAG)" - ], - "connect_to": [ - { - "target": "asset_21302afc-9155-5cfb-bb21-c13c3ca879bd", - "relation": "related", - "ref": "[images/image_page_20_figure_1.png]", - "same_as_owner": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Background & Goals of this Recipe" - } - ], - "page_assets": [ - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_2e168076-e2ea-560f-a4b1-1fae45fc72f1", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Background & Goals of this Recipe p20]", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Approaches: Chain of RAG (CoRAG) & Tree of RAG (ToRAG)", - "metadata": { - "length": 211, - "summary": "This section illustrates the RAGAR approaches, specifically comparing Chain of RAG (CoRAG) and Tree of RAG (ToRAG). It details a workflow starting with a 'Claim' and 'Multimodal Claim Generation' to produce context. The CoRAG approach is depicted as a linear sequence where questions are generated one by one, each followed by a RAG process to create QA pairs. In contrast, the ToRAG approach shows a branching structure where multiple questions are generated in parallel, processed through RAG, and then undergo 'QA Elimination' steps to filter results before proceeding to the next level. Both methods ultimately collect QA pairs for 'Veracity Prediction', resulting in a label and explanation.", - "page_nums": [ - 20 - ], - "keywords": [ - "RAGAR", - "Chain of RAG", - "CoRAG", - "Tree of RAG", - "ToRAG", - "Western Interconnection", - "Eastern Interconnection", - "ERCOT Interconnection", - "appliedAI" - ], - "connect_to": [ - { - "target": "asset_21302afc-9155-5cfb-bb21-c13c3ca879bd", - "relation": "related", - "ref": "[images/image_page_20_figure_1.png]", - "same_as_owner": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Background & Goals of this Recipe" - } - ], - "page_assets": [ - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_498f4fad-220b-5d38-9c14-7934cc66618d", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n21\nThe RAGAR Recipe: \nMultimodal RAG-augmented Reasoning for Fact-checking\nClaim:\nThe man next to Mike Pompeo in a November \n2020 photo “is the guy the Trump \nadministration helped get out of jail in 2018 and \nwho is now the ‘president’ of Afghanistan”\nImage context:\nThe image shows Mike Pompeo standing next to a man wearing traditional Afghan attire and a face mask. The \nsetting appears to be a formal meeting room with a painting on the wall, two gold-colored chairs, and a table with \nwater bottles. Both individuals are standing apart, likely adhering to social distancing guidelines prevalent during the \nCOVID-19 pandemic. The background and attire suggest the meeting is official in nature and likely related to \ndiplomatic or governmental affairs. Claim stated in 2021.\nVeracity Label and Explanation\nFollow-up \nRequired?\nQA Pair x\nQA Elimination\nGoogle Reverse\nImage Search \nAPI\nQuestion n\nImage \nQuestion?\nYES\nNO\nQA Pair 2\nQA Pair 3\nQA Pair 1\nQuestion/Followup \nBranch\nEvidence\nRetrieval\n(DuckDuckGo \nSearch)\nGoogle Reverse\nImage Search \nAPI\nQuestion n\nImage \nQuestion?\nEvidence\nRetrieval\n(DuckDuckGo \nSearch)\nQuestion n\nImage \nQuestion?\nEvidence\nRetrieval\n(DuckDuckGo \nSearch)\nGoogle Reverse\nImage Search \nAPI\nYES\nNO\nYES\nNO\nYES\nNO\nRAG-Augmented Reasoning Technique (Chain of RAG)\nRAG-Augmented Reasoning Technique (Tree of RAG)\nClaim:\nThe man next to Mike Pompeo in a \nNovember 2020 photo “is the guy \nthe Trump administration helped \nget out of jail in 2018 and who is \nnow the ‘president’ of Afghanistan”\nImage context:\nThe image shows Mike Pompeo standing next to a man wearing traditional Afghan attire \nand a face mask. The setting appears to be a formal meeting room with a painting on \nthe wall, two gold-colored chairs, and a table with water bottles. Both individuals are \nstanding apart, likely adhering to social distancing guidelines prevalent during the \nCOVID-19 pandemic. The background and attire suggest the meeting is official in nature \nand likely related to diplomatic or governmental affairs. Claim stated in 2021.\nVeracity Label and Explanation\nQuestion n\nImage Question?\nFollow-up \nRequired?\nGoogle Reverse\nImage Search API\nEvidence\nRetrieval\n(DuckDuckGo Search)\nRelevant Evidence\nIf image is relevant, use \nreverse image search to \nextract image captions from \nsources where the image \nappears\nYES\nYES\nNO\nNO", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-Augmented Reasoning Technique (Chain of RAG)", - "metadata": { - "length": 2381, - "summary": "The section titled 'RAG-Augmented Reasoning Technique (Chain of RAG)' outlines a linear workflow for fact-checking using multimodal data. It begins with a specific claim and image context regarding Mike Pompeo. The process involves a decision loop where the system determines if an image question is needed; if yes, it uses Google Reverse Image Search API to find relevant evidence, otherwise it performs standard Evidence Retrieval via DuckDuckGo Search. A follow-up check determines if further questioning is required before generating a final Veracity Label and Explanation.", - "page_nums": [ - 21 - ], - "keywords": [ - "Mike Pompeo", - "Trump administration", - "Google Reverse Image Search API", - "DuckDuckGo Search" - ], - "connect_to": [ - { - "target": "asset_f49d6d75-0237-52a9-8167-b74aef5950c8", - "relation": "embeds", - "ref": "[images/image_page_21_figure_1.png]" - }, - { - "target": "asset_a8014394-038c-5d4d-b73a-bd6bdfa8abb1", - "relation": "embeds", - "ref": "[images/image_page_21_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_3e62a695-ffe1-5274-9ca0-f1230f788be7", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-Augmented Reasoning Technique (Chain of RAG) p21]", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-Augmented Reasoning Technique (Tree of RAG)", - "metadata": { - "length": 297, - "summary": "This section details the 'RAG-Augmented Reasoning Technique (Tree of RAG)', a multimodal fact-checking workflow. It begins with a specific claim and image context, then branches into parallel processing paths ('Question/Followup Branch'). Each path independently evaluates an image using either Google Reverse Image Search or DuckDuckGo Evidence Retrieval to generate multiple QA pairs. These pairs undergo elimination before a final decision on whether follow-up is required, ultimately leading to a veracity label.", - "page_nums": [ - 21 - ], - "keywords": [ - "Google Reverse Image Search API", - "DuckDuckGo" - ], - "connect_to": [ - { - "target": "asset_f49d6d75-0237-52a9-8167-b74aef5950c8", - "relation": "related", - "ref": "[images/image_page_21_figure_1.png]", - "same_as_owner": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-Augmented Reasoning Technique (Chain of RAG)" - }, - { - "target": "asset_a8014394-038c-5d4d-b73a-bd6bdfa8abb1", - "relation": "related", - "ref": "[images/image_page_21_figure_2.png]", - "same_as_owner": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-Augmented Reasoning Technique (Chain of RAG)" - } - ], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_2c0cbb71-94b0-54de-a6e6-1f73f8abf372", - "type": "page", - "content": "appliedAI \n22\nChain of RAG & Tree of RAG\n\t\n●\nChain of RAG (CoRAG):\n\t\nȃ\nUses sequential follow-up questions augmented from \nthe RAG response to retrieve further evidence.\n\t\nȃ\nAn early termination check step takes as input the \ngenerated claim and question-answer pair(s) and \nchecks whether enough information to answer the \nclaim has been gathered. \n\t\n●\nTree of RAG (ToRAG):\n\t\nȃ\nCreates question branches at each step of the \nreasoning.\n\t\nȃ\nIn each step, the question-answer pairs are eliminated \nand only the best question-answer branch is chosen \nas the candidate evidence, based on the criteria of \nrelevance, detail, additional information, and answer \nconfidence.\nRAG-enhanced Agents for Enterprises\n\t\n●\nUnfolding developments of RAG-enhanced agents signal \na transformative potential in the realm of enterprise \nsolutions through the harmonization of GenAI and \nadvanced information retrieval techniques and the \nanalytical, reasoning, and agentic prowess of LLMs.\n\t\n●\nThis confluence empowers the advent of intelligent \nagents tailored for complex enterprise applications—from \ndecision-making to strategic planning—heralding an era \nof RAG-enhanced agents equipped to navigate the \nnuanced demands of strategic enterprise contexts.\nThe RAGAR Recipe: \nMultimodal RAG-augmented Reasoning for Fact-checking", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Chain of RAG & Tree of RAG", - "metadata": { - "length": 1315, - "summary": "This section outlines two methodologies for RAG-augmented reasoning: Chain of RAG (CoRAG) and Tree of RAG (ToRAG). CoRAG utilizes sequential follow-up questions to retrieve further evidence and includes an early termination check to determine if sufficient information has been gathered. ToRAG creates question branches at each step of the reasoning process, eliminating pairs until only the best branch is chosen based on relevance, detail, additional information, and answer confidence.", - "page_nums": [ - 22 - ], - "keywords": [ - "Chain of RAG", - "Tree of RAG", - "CoRAG", - "ToRAG" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_0f143033-d938-58a5-9d63-15999fe222ce", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Chain of RAG & Tree of RAG p22]\n\nRAG: Strategic & Technical Insights\n23\n“The AI shouldn’t just \nanswer; it should \ndo research first to \ndetermine which of the \nanswers are the best.”\n \n Jenson Huang \nCEO, NVIDIA", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-enhanced Agents for Enterprises", - "metadata": { - "length": 385, - "summary": "This section discusses the transformative potential of RAG-enhanced agents in enterprise solutions. It highlights how the combination of Generative AI, advanced information retrieval, and Large Language Models (LLMs) enables intelligent agents to handle complex applications such as decision-making and strategic planning.", - "page_nums": [ - 22, - 23 - ], - "keywords": [ - "GenAI", - "LLMs" - ], - "connect_to": [ - { - "target": "asset_8a5ee5a7-0819-5845-ac96-79088150cc37", - "relation": "embeds", - "ref": "[images/image_page_23_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_0dd11f91-8f33-57a8-83de-9012469021a3", - "type": "page", - "content": "appliedAI \n24\nSection 3: \nA Deep Dive into RAG \nEvaluation & Metrics", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 3: A Deep Dive into RAG Evaluation & Metrics/Now, how do we assess RAG systems?", - "metadata": { - "length": 72, - "summary": "The page is a section header titled 'Section 3: A Deep Dive into RAG Evaluation & Metrics'. It introduces the third part of a document, which focuses on evaluating and measuring performance metrics for Retrieval-Augmented Generation (RAG) systems.", - "page_nums": [ - 24 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_eb8b56e9-6ac4-56c3-96d5-978aeff33fb0", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n25\nNow, how do we assess RAG systems?\nA Mind Map of RAG Metrics: What do they Measure?\n\t\n●\nOverall, assessing the quality of a RAG system output \nrequires consideration of 4 types of contents: questions \n(user queries), contexts (retrieved relevant references), \nground truth (golden answers), and responses (final \nsystem output).\n\t\n●\nIn the contexts of RAG, besides assessment of a single \ntype of contents, it is particularly important to consider \nthe relationship (relevance, coherence, etc.) between (1) \nquestions and contexts; (2) contexts and ground truth; (3) \ncontexts and responses; (4) responses and ground truth; \n(5) questions and responses.\n\t\n●\nBelow is a mind map summarizing different metrics \nassociated with various aspects of RAG contents, \nshowing what these metrics assess.\n\t\n●\nThis compilation reflects existing RAG metrics \nimplemented in major RAG frameworks, as outlined in \nthe detailed table comparing major RAG evaluation \nframeworks on the next two pages.\n\t\n●\nAn intuitive explanation of key RAG metrics, including their \ncalculation methods, is provided on page 28.\nContexts-\nResponses\nResponses\nContexts\nQuestions-\nContexts\n•\tContext relevance\n•\tRetrieval precision\n•\tString evaluation\n•\tSub-query \ncompleteness\n•\tMulti-query accuracy\n•\tJailbreak detection\n•\tPrompt injection \ndetection\n•\tBias & Toxicity\n•\tGround truth agreement\n [LLM-based Metrics]\n•\tLLM rubric/criteria checking\n•\tGuideline adherence\n•\tAspect critique (Harmfulness, \nmaliciousness, etc.)\n•\tBias & Toxicity\n•\tCoherence, conciseness, \nhelpfulness, consistency\n•\tAnswer relevance\n•\tLLM rubrics/criteria checking\n•\tGuideline adherence\n•\tAnswer completeness\n [Classifier-based Metrics]\n•\tSentiment\n•\tTone & emotion\n•\tBias & Toxicity\n•\tHarassment\n•\tHelpfulness\n•\tEvidence Type\n•\tPersonal Identifiable \nInformation (PII)\n [Deterministic metrics]\n•\tcontains, equals, perplexity, \nregex, starts-with, etc.\n [Conversation Metrics]\n•\tKnowledge Retention\n•\tUser satisfaction\n[Deterministic Metrics]\n•\tLevenshtein distance\n•\tRouge-N\n•\tequals, contains, regex...\n[LLM-based Metrics]\n•\tAnswer Correctness\n•\tAnswer Semantic Similarity\n•\tLLM-rubric/criteria checking\n•\tFactuality\n•\tComprehensiveness\nContexts- \nGround Truth\nQuestions-\nResponses\nGround Truth\n•\tFaithfulness/Groundedness/Utilization\n•\tAugmentation precision\n•\tAugmentation accuracy\n•\tAnswer consistency\n•\tString evaluation\n•\tRelevancy\n•\tContext Precision\n•\tContext Recall\n•\tContext Entities Recall\n•\tMean Reciprocal Rank (MRR)\n•\tMean Average Precision \n(mAP)\n•\tString evaluation (equals, \ncontains, regex...)\nResponses-\nGround Truth\nQuestions\n\nRAG: Strategic & Technical Insights\nappliedAI \n26\n27\nFrameworks\nVersion\nLicense\nIntegration: Compatibile \nFrameworks\nIntegration: Models\nMetrics: Questions-Contexts\nMetrics: Questions-Responses \n (given contexts)\nMetrics: Contexts-Responses \n(given questions)\nMetrics: Contexts-\nGround Truth (given \nquestions and/or \nresponses)\nMetrics: Responses-Ground \nTruth (given questions)\nMetrics: Responses (given \nquestions and/or contexts)\nMetrics: \nGroundTruth\nMetrics: Questions\nMetrics: \nConversation\nCustomized Metrics\nPerformance \nMetrics\nHuman Feedback\nA/B Tests\nLLM Vulnerability Scan\nML Vulnerability \nScan\nModel/Pipeline \nComparison\nPrompt Playground \nUI\nManual Test Set \nCreation UI\nAutomatic Test Set \nCreation\nEvaluation UI\nLLM Monitoring \nDashboard\nEasy Deployment\nTeam Management/\nCollaboration\nGiskard\n2.10.0\nApache-2.0\nGithub, MLflow, Weights & \nBiases, DagsHub, HuggingFace, \nAVID, Pytest\nCatboost, Hugging Face models, \nLangchain models, Pytorch models, \nSklearn models, Tensorflow models\n•\tragas_answer_relevancy\n•\tragas_faithfulness\n•\tragas_context_precision\n•\tragas_context_recall\n•\tCorrectness (CoT)\n•\tLLM-as-a-judge\n•\tGround Truth Similarity\n•\t Hallucination and Misinformation (Plausibility \n& coherency)\n•\t Harmful Content Generation\n•\t Prompt Injection (character level, jailbreaking)\n•\tRobustness (LLM output coherency)\n•\tOutput Formatting\n•\tInformation Disclosure\n•\t Stereotypes and Discrimination\n•\tPerformance Bias\n•\tUnrobustness\n•\tOverconfidence\n•\tUnderconfidence\n•\tUnethical behaviour\n•\tData Leakage\n•\tStochasticity\n•\tSpurious correlation\npromptfoo\n0.50.1\nMIT license\nGitHub Actions, GitLab CI, \nJenkins, Jest, Mocha/Chai\nOpenAI, Anthropic, Azure OpenAI \nmodels, Llama.cpp, Ollama, Google \nVertex models, Google AI Studio, \nGeneric webhook, Custom API \nProvider, Custom scripts, HuggingFace \nmodels, LocalAI models, Replicate \nmodels, Amazon Bedrock models, \nCohere, Groq, Mistral AI models, \nOpenLLM, OpenRouter, Perplexity, \ntext-generation-webui, Together \nAI, vllm\n[Model-graded metrics]\n•\tcontext-relevance\n[Model-graded metrics]\n•\tllm-rubric, answer\n•\trelevance- Similarity\n[Model-graded metrics]\n•\tcontext-faithfulness\n[Model-graded metrics] \n•\tcontext-recall\n[Deterministic metrics]\n•\tcontains, equals, Levenshtein \ndistance, perplexity, regex, \nrouge-n, starts-with\n[Model-graded metrics] \n•\tllm-rubric, model-graded-\nclosedqa, factuality- Similarity\n•\tModel-graded metrics: llm-\nrubric, model-graded-closedqa, \nclassifier grading \n•\tSentiment, Tone and emotion, \nHelpfulness, Grounding, \nfactuality, and evidence-type\n•\tLatency\n•\tCost\n•\tModel-graded metrics: classifier grading - \nToxicity\nRagas\n0.1.6\nApache-2.0\nLlamaIndex, Langchain, \nLangsmith, Arize-Phoenix, \nLangfuse, Athina, Zeno, \nTonicValidate, Haystack\nOpenAI models, Azure OpenAI models, \nAmazon Bedrock models, Google \nVertex AI models\n•\tContext Relevancy\n•\tAnswer Relevance\n•\tFaithfulness\n•\tContext Precision\n•\tContext Recall\n•\tContext entities recall\n•\tAnswer semantic similarity\n•\tAnswer correctness\n•\tAspect Critique (harmfulness, \nmaliciousness)\n•\tAspect Critique\nDeepEval\n0.21.15\nApache-2.0 LlamaIndex, Hugging Face\nLlamaIndex models, Hugging Face \nmodels\nContextualRelevancyMetric\n•\tSummarizationMetric\n•\tAnswerRelevancyMetric (RAGAS)\nFaithfulness (RAGAS)\n•\tContextualRecallMetric \n(RAGAS)\n•\tContextualPrecisionMetric \n(RAGAS)\n•\tGEval\n•\tHallucinationMetric\n•\tBiasMetric\n•\tToxicityMetric\n•\tKnowledgeRetentionMetric\n•\tLatency\n•\tCost\n•\tHallucinationMetric\n•\tBiasMetric\n•\tToxicityMetric\n•\tKnowledgeRetentionMetric\nagenta\n0.12.6\nMIT license\nLangchain, LlamaIndex, and \n“any others”\nOpenAI models, Cohere, or local \nmodels, and “any others”\n•\tExact match\n•\tRegex match\n•\tWebhook evaluator (Correctness)\n•\tSimilarity match (Jaccard)\n•\tAI Critic (LLM-based)\nTrulens\n0.27.0\nMIT license\nLangchain, LlamaIndex, NeMo, \nGuardrails\nOpenAI models, AzureOpenAI models, \nAmazon Bedrock models, LiteLLM \nmodels, Langchain models\n[Generation-based Stock \nFeedback Functions] \ncontext_relevance, qs_relevance\n[Generation-based Stock Feedback \nFunctions] \nrelevance\n[Generation-based Stock Feedback \nFunctions] \nCombinators: Groundedness\n[Stock Feedback Functions] \nHF language_match\n[Generation-based Stock Feedback \nFunctions] \ncomprehensiveness\n[Stock Feedback Functions] \nHF PII detection, HF positive \nsentiment, HF toxic, OpenAI \nmoderation_harassment \n[Generation-based Stock \nFeedback Functions] \ncoherence, conciseness, \ncorrectness, helpfulness\nCombinators: \nGround Truth \nAgreement \n(agreement_\nmeasure, \nbert_score, \nbleu, mae, \nrouge)\n•\tLatency\n•\tCost\n•\tToken \nCounts\n[Classification-based Stock Feedback Functions]\nHF toxic, OpenAI moderation_harassment, \nOpenAI moderation_harassment_threatening, \nOpenAI moderation_hate, OpenAI moderation_\nhatethreatening, OpenAI moderation_selfharm, \nOpenAI moderation_sexual, OpenAI moderation_\nsexualminors, OpenAI moderation_violence, \nOpenAI moderation_violencegraphic\n[Generation-based Stock Feedback Functions]\ncontroversiality, criminality, harmfulness, \ninsensitivity, maliciousness, misogyny, sentiment, \nstereotypes\nTonic Validate\n4.0.4\nMIT license\nLlamaIndex\nOpenAI models, AzureOpenAI models\nRetrieval precision\n•\tAugmentation precision\n•\tAugmentation accuracy\n•\tAnswer consistency (binary)\n•\tRetrieval k-recall\nAnswer Similarity\nContains Text\n•\tLatency\nLangChain\n0.1.13\nMIT license\nVarious\nVarious\n•\tString Evaluator \n•\tScoring Evaluator\n•\tString Evaluator \n•\tScoring Evaluator\n•\tString Evaluator \n•\tScoring Evaluator\n•\tString Evaluator \n•\tScoring Evaluator\n•\tString Evaluator \n•\tCriteria Evaluation (correctness)\n•\tString Evaluator \n•\tEmbedding Distance\n•\tString Evaluator \n•\tExact Match, Regex Match\n•\tString Evaluator \n•\tScoring Evaluator\n•\tComparison Evaluators \n•\tPairwise embedding distance\n•\tString Evaluator \n•\tCriteria Evaluation (conciseness \nor custom)\n•\tString Evaluator \n•\tCustom String Evaluator \n•\tHF evaluate library (perplexity \netc.)\n•\tString Evaluator \n•\tScoring EvaluatorW\n•\tComparison Evaluators \n•\tPairwise string comparison\n•\tComparison Evaluators \n•\tPairwise embedding distance\n•\tString \nEvaluator \n•\tScoring \nEvaluator\n•\tCallback \n•\tToken \ncounts\n•\tString Evaluator \n•\tCriteria Evaluation (constitutional principles)\n•\t \nLangSmith\n0.1.40\nClosed \nbeta\nVarious\nVarious\n•\tLangChain evaluators\n•\tLangChain evaluators\n•\tLangChain evaluators\n•\tLangChain evaluators\n•\tLangChain evaluators\n•\tLangChain evaluators\n•\tLangChain \nevaluators\n•\tLatency\n•\tCost\n•\tToken \nCounts\n•\tChat Bot Ben\n•\tchmarking using Simulation\nLlamaIndex\n0.10\nMIT license\nUpTrain, DeepEval, Ragas, Tonic \nvalidate, and various others\nVarious\n•\tRelevancyEvaluator\n•\tRetrieverEvaluator\n•\tContextRelevancyEvaluator\n•\tRetrieverEvaluator\n•\tContextRelevancyEvaluator\n•\tAnswerRelevancyEvaluator\n•\tGuidelineEvaluator\n•\tFaithfulnessEvaluator\n•\tRelevancyEvaluator\n•\tCorrectnessEvaluator\n•\tSemanticSimilarityEvaluator\nCost\nPairwiseEvaluator •\tGuidelineEvaluator\nHaystack\n1.25\nApache-2.0 Beir, Basic Agent Memory Tool, \nChainlit, Traceloop, and others\nOpenAI models, Anthropic models, \nCohere models, Hugging Face models, \nAmazon Bedrock models\n•\tRecall\n•\tMean Reciprocal Rank (MRR)\n•\tMean Average Precision \n(mAP)\n•\tExact Match (EM)\n•\tF1\n•\tSemantic Answer Similarity (SAS)\nHaystack\n2.0\nApache-2.0\nDeepEval, Context AI, Ragas, \nUpTrain, Gradient, fastRAG, \nTitan Takeoff Inference Server, \nand others\nOpenAI models, Azure, OpenAI \nmodels, Google AI modes, Google \nVertex AI models, Anthropic models, \nCohere models, Hugging Face \nmodels, Amazon Bedrock/Sagemaker \nmodels, vLLM Invocation Layer, \nFastEmbed, Jina AI embedding \nmodels, INSTRUCTOR embedding \nmodels, Voyage AI embedding models, \nLlama.cpp models, Mistral models, \nmixedbread models, Ollama models\n[RagasEvaluator]\n•\tCONTEXT_\nRELEVANCY[DeepEvalEvaluator]\n•\tCONTEXTUAL_\nRELEVANCE[UpTrainEvaluator]\n•\tCONTEXT_RELEVANCE\n[RagasEvaluator]\n•\tANSWER_\nRELEVANCY[DeepEvalEvaluator]\n•\tANSWER_\nRELEVANCY[UpTrainEvaluator]\n•\tRESPONSE_RELEVANCE\n•\tRESPONSE_COMPLETENESS\n•\tRESPONSE_COMPLETENESS_\nWRT_CONTEXT\n[RagasEvaluator]\n•\tFAITHFULNESS\n•\tCONTEXT_\nUTILIZATION[DeepEvalEvaluator]\n•\tFAITHFULNESS[UpTrainEvaluator]\n•\tRESPONSE_CONSISTENCY\n•\tFACTUAL_ACCURACY\n[RagasEvaluator]\n•\tCONTEXT_PRECISION\n•\tCONTEXT_\nRECALL[DeepEvalEvaluator]\n•\tCONTEXTUAL_PRECISION\n•\tCONTEXT_RECALL\n[RagasEvaluator]\n•\tANSWER_CORRECTNESS\n•\tANSWER_\nSIMILARITY[UpTrainEvaluator]\n•\tRESPONSE_MATCHING\n•\t[RagasEvaluator]\n•\t ASPECT_\nCRITIQUE[UpTrainEvaluator]\n•\tRESPONSE_CONCISENESS\n•\tCRITIQUE_LANGUAGE\n•\tCRITIQUE_TONE- GUIDELINE_\nADHERENCE\nDeepset Cloud 0.041\nClosed \nsource\nHaystack integrated frameworks Haystack models\nReference analysis (top-k \noptimization)\nGroundedness\nLatency\nUpTrain\n0.6.12\nApache-2.0\nOpenAI Evals, LlamaIndex, \nReplicate, Hugging Face, \nLangfuse, Helicone, Zeno, \nand others\nOpenAI models, Azure OpenAI models, \nClaude models, Mistral models, Ollama \nmodels, Together AI models, Anyscale \nmodels\n•\tContext Relevance\n•\tResponse Relevance\n•\tContext Utilization\n•\tFactual Accuracy\n•\tContext Conciseness\n•\tContext Reranking\n•\tResponse Matching\n•\tResponse Completeness\n•\tResponse Conciseness\n•\tResponse Validity\n•\tResponse Consistency\n•\tLanguage Features\n•\tTonality\n•\tCode Hallucination\n•\tSub-Query \nCompleteness\n•\tMulti-Query Accuracy\n•\tPrompt Injection\n•\tJailbreak Detection\n•\tUser \nSatisfaction\n•\tPrompt Injection\n•\tJailbreak Detection\nA Further Look into Existing RAG Evaluation Frameworks", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 3: A Deep Dive into RAG Evaluation & Metrics/A Further Look into Existing RAG Evaluation Frameworks", - "metadata": { - "length": 12015, - "summary": "The section titled 'A Further Look into Existing RAG Evaluation Frameworks' presents a comprehensive comparison table of various frameworks used for evaluating Retrieval-Augmented Generation (RAG) systems. The table details the features, capabilities, and metrics supported by each framework, including Giskard, promptfoo, Ragas, DeepEval, agenta, Trulens, Tonic Validate, LangChain, LangSmith, LlamaIndex, Haystack, Deepset Cloud, and UpTrain.", - "page_nums": [ - 25, - 26 - ], - "keywords": [ - "Giskard", - "promptfoo", - "Ragas", - "DeepEval", - "agenta", - "Trulens", - "Tonic Validate", - "LangChain", - "LangSmith", - "LlamaIndex", - "Haystack", - "Deepset Cloud", - "UpTrain" - ], - "connect_to": [ - { - "target": "asset_72af184c-53f5-5352-8d28-8736962902fe", - "relation": "embeds", - "ref": "[images/image_page_25_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 2382, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_b138705c-10c2-57a2-a40d-c0cb741e59dc", - "type": "page", - "content": "appliedAI \n28\nUnveiling the Mechanisms Behind These Metrics\nAn Intuitive View of Key RAG Metrics in Common Practice\nMetric\nContext \nRelevance\nContext \nEntities Recall\nAnswer \nCorrectness\nContext Recall\nMean \nReciprocal \nRank (MMR)\nAnswer \nRelevance\nPrecision@k\nMean Average \nPrecision \n(mAP)\nAnswer \nCompleteness\nContext \nPrecision@k\nAnswer \nSemantic \nSimilarity\nFaithfulness \nGroundedness\nWhat Does It Measure?\nRelevance of retrieved \ncontexts given the \nquestions\nAlignment between \nretrieved contexts and \nground truth in terms \nentities\nAccuracy of answers \nwhen compared to the \nground truth\nHow much ground truth \nappear in retrieved \ncontexts\nAn average of \neffectiveness of ranking \nthe first ground-truth \nrelevant context on top \nacross multipe queries\nRelevance of answers \ngiven the questions\nHow many top-ranked k \ncontexts are relevant to \nthe ground truth\nAn average of \neffectiveness of ranking \nground-truth relevant \ncontexts (at rank k) \nacross multipe queries\nCompleteness of \nresponses given the \nquestions\nEffectiveness of ranking \nground-truth relevant \ncontexts (at rank k)\nSimilarity between \nresponse and ground \ntruth\nFactual consistency \nbetween the answers \nand the given contexts\n# Relevant Sentences in Contexts\n# Sentences in Contexts\n# Entities in Both Contexts & Ground Truth\n# Entities in Ground Truth\nWeighted Average( Answer Semantic Similarity, \nFactual Correctness F1 (Response, Ground Truth) )\nAverage (Reciprocal Rank of the First Relevant \nContext from Multiple Queries)\nAverage( Similarity( Original Question, Artificial \nReverse-Engineered Question [i] ) )\nTrue Positives@k\nTrue Positives@k + False Positives@k\nAverage (Context Precision@k from Multiple \nQueries)\n# Aspects Asked in Question and Answered in \nResponse\n# Aspects Asked in Question\nSum( Precision@Each Relevant Items in Top-k)\n# Relevant Items in Top-k\nSimilarity( Response, Ground Truth )\n# Generated Claims Attributable to Contexts\n# Generated Claims in Response\nThe proportion of \nsentences in the retrieved \ncontexts that are relevant \nto the questions\nThe proportion of entities \nin the ground truth that \nappear also in the contexts\nWeighted average \nbetween answer semantic \nsimilarity and factual \ncorrectness (F1 based on \nfactual overlap)\nThe proportion of \nsentences in the ground \ntruth that are attributable \nto the contexts\nAveraging the reciprocal \nrank of the first relevant \ncontext over multiple \nqueries. The earlier the \nfirst relevant context \nappears, the better.\nAveraging cosine similarity \nof the original question \nto artificial questions \ngenerated based on the \nanswer\nThe proportion of top-\nranked k contexts that \nare relevant to the ground \ntruth\nAveraging Context \nPrecision@k over multiple \nqueries\nThe proportion of aspects \nasked in the question \nthat are answered in the \nresponse\nGet a cumulative view of \nprecision at each relevant \nitem till rank k, and then \naverage over the number \nof relevant items in top-k\nCosine similarity between \nthe response and the \nground truth in the \nembedding space\nThe proportion of \ngenerated claims in \nthe response that are \nattributable to the \ncontexts\nFormula in an Intuitive Form\nIntuitive Explanation of \nFormula\n# Ground Truth Sentences Attributable to Contexts\n# Sentences in Ground Truth", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 3: A Deep Dive into RAG Evaluation & Metrics/Unveiling the Mechanisms Behind These Metrics", - "metadata": { - "length": 3282, - "summary": "This page presents a comprehensive table titled 'An Intuitive View of Key RAG Metrics in Common Practice,' which details various evaluation metrics for Retrieval-Augmented Generation systems. The table lists 12 specific metrics, including Context Relevance, Precision@k, Mean Reciprocal Rank (MMR), and Answer Correctness. For each metric, it provides a description of what is measured, an intuitive formula representation, and a plain-language explanation of the calculation.", - "page_nums": [ - 27 - ], - "keywords": [ - "appliedAI" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_d9a5f76c-5c13-575d-8a1b-e85286617cb5", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n29\nReflections and Future Opportunities in RAG \nTechnology\nReflections\nFuture Opportunities in RAG Technology\nSeamless Integration\nThe future of RAG holds the potential \nfor seamless integration into a wide \narray of knowledge retrieval and \nquestion answering applications, such \nas search engines, customer service \nplatforms, in-car assistants, social \nmedia, and knowledge management \nsystems, enhancing user experiences \nwith context-aware responses.\nCoordinated Modules\nCurrently, LLM modules for retrieval \nmay not interpret user intent in the \nsame way as those for generation, \nleading to inconsistencies. Hence, \nthere is potential for these modules \nto achieve better communication and \ncoordination in the future, ensuring \na more unified understanding and \nresponse.\nReasoning & Agents\nIntegrating reasoning and agent \ncapabilities into future RAG solutions \nenhances precision and factuality \nby actively assessing content logic, \nquality, and consistency while \nautonomously adapting to user needs \nand taking suitable actions.\nCross-Modal Capabilities\nThe future of RAG envisions the \nintegration of multimodal data sources, \nincluding text, images, video, audio, \nand other types of (un)structured \ndata, to provide richer and more \ncomprehensive responses, leveraging \ndiverse data types to enhance \ninformation retrieval and generation.\nEvaluation Framework\nThe industry anticipates a \nstandardized and generalized \nframework to comprehensively \nevaluate various aspects of \nRAG systems across different \ndevelopment stages. Such a \nframework would ensure consistent \nassessment of quality, reliability, and \nscalability, guiding improvements \nthroughout the RAG industrialization \njourney.\nSustainability & Long Context \nWindow\nIn the near future, RAG solutions may \nremain a top option for industry due \nto factors like controllability (see \nsection 1). Ensuring long-term viability \nis crucial, especially as LLMs evolve \nwith longer context windows, likely \ncomplementing rather than replacing \nRAG. RAG systems should factor in \nthis evolution for future extensibility in \ntheir design.\n•\t From a sustainable perspective, RAG \nsolutions are crucial for industrial \nknowledge retrieval and question-\nanswering systems, considering \nfactors such as trustworthiness, \nconsistency, controllability, \nauditability, explanability, \ntransparency, process optimization, \nIP & data secrety, cost efficiency, and \nscalability.\n•\t To harness RAG solutions, it is \ncrucial to explore advanced, \nmodular techniques for optimizing \nretrieval, augmentation, and \ngeneration, such as HyDE or \nRAGAR. Finetuning models might \nbe necessary as a last resort, and \nshould be evaluated early on. The \ncomplexity and potential benefits \nmust be balanced against resource \nconstraints and development \nchallenges.\n•\t Recognizing realistic challenges \nearly in the RAG industrialization \njourney is essential for prioritizing \ndevelopment tasks and mitigating \nrisks. For example, limited resources \nat the start may hamper creating a \nthorough evaluation dataset based \non expert feedback.\n•\t We tackled realistic challenges \nsuch as initial scarcity of evaluation \ndata for determining chunking and \nembedding methods, adapting to \nmultifaceted contextual knowledge \nand domain-specific conventions, \nenhancing document relevance \nand consistency through metadata, \nconstructing SQL queries for \ntargeted search, task-specific \nfinetuning, and employing multimodal \nRAG-augmented reasoning (RAGAR) \nfor input verification.\n•\t Overall, retrieval quality emerges as \nthe key area requiring improvement \nin RAG development. Cost-\neffective strategies like metadata \nfiltering, query engineering, fusion, \nhybrid search, and HyDE are initial \nconsiderations. Subsequently, more \nsophisticated agentic approaches \ncould further enhance quality, \naligning with observations in the \ncomplexity/contribution map in \nSection 1.\n•\t Assessing RAG systems is complex \ndue to the interplay among \nquestions, contexts, ground truth, \nand responses, along with the need \nto evaluate these components \nindividually. Key metrics encompass \ncontext relevance, recall, precision, \nanswer semantic similarity, \ncorrectness, relevance, faithfulness, \netc.\n•\t We're observing a trend of growing \nLLM frameworks tailored for \nvarious aspects of RAG evaluation. \nHowever, while the metrics in these \nframeworks align with the mind map \npresented at the outset of Section \n3, there isn't a single framework that \nfully encompasses every aspect of \nRAG evaluation to date.\n•\t While these metrics capture \nspecific facets of RAG, it's \nimportant to acknowledge their \noccasional insufficiency. For \ninstance, evaluating the quality of \nopen-ended questions can pose \nchallenges as there's no fixed set of \ngolden references for such queries.\nSection 1: \nRAG Industrialization - \nLandscape & Strategy\nSection 2: \nRAG Recipes for Real-World \nChallenges\nSection 3: \nA Deep Dive into RAG \nEvaluation & Metrics", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 3: A Deep Dive into RAG Evaluation & Metrics/Reflections and Future Opportunities in RAG Technology", - "metadata": { - "length": 5016, - "summary": "This document page, titled 'Reflections and Future Opportunities in RAG Technology', outlines key strategic insights regarding Retrieval-Augmented Generation (RAG). The top section details three main areas: industrialization landscape and strategy, recipes for real-world challenges like data scarcity, and a deep dive into evaluation metrics. The bottom section, 'Future Opportunities in RAG Technology', highlights six potential advancements including seamless integration with other systems, reasoning agents, standardized evaluation frameworks, coordinated modules, cross-modal capabilities, and sustainability.", - "page_nums": [ - 28 - ], - "keywords": [ - "HyDE", - "RAGAR" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_38bc5a23-552b-5d58-95a5-52a0a813be35", - "type": "page", - "content": "appliedAI \n30\nReferences\n[1]\t\nH. Ye, T. Liu, A. Zhang, W. Hua, and W. Jia, “Cognitive Mirage: A Review of Hallucinations in Large \nLanguage Models.” arXiv, Sep. 13, 2023. Accessed: Sep. 19, 2023. [Online]. Available: http://arxiv.org/\nabs/2309.06794.\n[2]\t\nY. Gao et al., “Retrieval-Augmented Generation for Large Language Models: A Survey.” arXiv, Jan. 03, \n2024. Accessed: Jan. 06, 2024. [Online]. Available: http://arxiv.org/abs/2312.10997.\n[3]\t\nS. Barnett, S. Kurniawan, S. Thudumu, Z. Brannelly, and M. Abdelrazek, “Seven Failure Points When \nEngineering a Retrieval Augmented Generation System.” arXiv, Jan. 11, 2024. Accessed: Feb. 21, 2024. \n[Online]. Available: http://arxiv.org/abs/2401.05856.\n[4]\t\nZ. Wang, A. Liu, H. Lin, J. Li, X. Ma, and Y. Liang, “RAT: Retrieval Augmented Thoughts Elicit Context-\nAware Reasoning in Long-Horizon Generation.” arXiv, Mar. 08, 2024. Accessed: Mar. 14, 2024. [Online]. \nAvailable: http://arxiv.org/abs/2403.05313\n[5]\t\nM. A. Khaliq, P. Chang, M. Ma, B. Pflugfelder, and F. Miletić, “RAGAR, Your Falsehood RADAR: RAG-\nAugmented Reasoning for Political Fact-Checking using Multimodal Large Language Models.” arXiv, \nApr. 18, 2024. Accessed: Apr. 19, 2024. [Online]. Available: http://arxiv.org/abs/2404.12065\n[6]\t\nT. D. Nguyen et al., “AstroLLaMA: Towards Specialized Foundation Models in Astronomy.” arXiv, Sep. 12, \n2023. Accessed: Sep. 13, 2023. [Online]. Available: http://arxiv.org/abs/2309.06126.\n[7]\t\nM. Günther et al., “Jina Embeddings 2: 8192-Token General-Purpose Text Embeddings for Long \nDocuments.” arXiv, Feb. 04, 2024. doi: 10.48550/arXiv.2310.19923.\n\nRAG: Strategic & Technical Insights\n31\n“Generative AI's impressive \nnatural-language processing, \ncombined with RAG's \ncapabilities, revolutionizes \nknowledge management and \ndecision-making by allowing \nemployees to retrieve stored \ninternal knowledge and \nmanage information about \nproducts or processes swiftly \nand effectively, just as they \nwould when asking a human.”\n \n Bernhard Pflugfelder \nHead of Innovation Lab (GenAI), \napplied AI initiative", - "path": "Retrieval-Augmented Generation Realized.pdf/References", - "metadata": { - "length": 2065, - "summary": "This page features a quote discussing how Generative AI and RAG capabilities revolutionize knowledge management by enabling employees to retrieve internal information as effectively as asking a human. The quote is attributed to Bernhard Pflugfelder, Head of Innovation Lab (GenAI) for the applied AI initiative. The footer indicates this content is from 'RAG: Strategic & Technical Insights' on page 31.", - "page_nums": [ - 29, - 30 - ], - "keywords": [ - "Bernhard Pflugfelder", - "Innovation Lab (GenAI)" - ], - "connect_to": [ - { - "target": "asset_664ab58a-7bba-537c-b891-49ea359813e5", - "relation": "embeds", - "ref": "[images/image_page_30_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_4822ecf6-beeb-5890-897f-ebbaf374d6f8", - "type": "page", - "content": "appliedAI \n32\nDr. Paul Yu-Chun Chang\nSenior AI Expert: Foundation Models - LLMs,\nappliedAI Initiative GmbH\np.chang@appliedai.de\nBernhard Pflugfelder works as Head of Innovation \nLab (GenAI) at the appliedAI Initiative GmbH. \nBernhard has 15 years of experience in the fields of \nData Science, Natural Language Processing (NLP), \nas well as data and AI across different companies \nsuch as BMW Group or Volkswagen Group. He is \nrenowned for his expertise especially in the field of \nAI in general, NLP and Generative AI in particular.\nBernhard Pflugfelder\nHead of Innovation Lab (GenAI), \nappliedAI Initiative GmbH\nb.pflugfelder@appliedai.de\nPaul Yu-Chun Chang works as an Senior AI Expert \nspecializing in Large Language Models at appliedAI \nInitiative GmbH. He has 10 years of interdisciplinary \nresearch experience in computational linguistics, \ncognitive neuroscience, and AI, and 6 years of \nindustrial experience in developing AI algorithms in \nlanguage modeling and image analytics. Paul holds \na PhD in Linguistics from LMU Munich, where he \nintegrated NLP and machine learning methods to \nstudy brain language cognition.\nAuthors", - "path": "Retrieval-Augmented Generation Realized.pdf/Authors", - "metadata": { - "length": 1139, - "summary": "This page serves as an 'Authors' section, presenting biographical profiles for two individuals: Dr. Paul Yu-Chun Chang and Bernhard Pflugfelder. Both are associated with the organization appliedAI Initiative GmbH. The text details their professional roles, areas of expertise in AI and NLP, years of experience, and educational backgrounds.", - "page_nums": [ - 31 - ], - "keywords": [ - "Dr. Paul Yu-Chun Chang", - "Bernhard Pflugfelder", - "appliedAI Initiative GmbH", - "LMU Munich", - "BMW Group", - "Volkswagen Group" - ], - "connect_to": [ - { - "target": "asset_03fc90cc-0291-566d-a56c-af3ff2b08bc0", - "relation": "embeds", - "ref": "[images/image_page_31_figure_1.png]" - }, - { - "target": "asset_f97527e6-ad1b-5b8a-be4d-a8715f5fe19f", - "relation": "embeds", - "ref": "[images/image_page_31_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_f85bcabe-1aff-50e2-9e48-51e9ac25ab51", - "type": "page", - "content": "RAG: Strategic & Technical Insights\n33\nContributors\nContributing Companies\nJohannes Birk\nGenerative AI Engineer, \nappliedAI Initiative GmbH\nj.birk@appliedai.de\nHadara Steinberg\nAssociate Director, Engineering Team, \nSefaria\nhadara@sefaria.org\nEmre Demirci\nJun. AI Engineering LLM,\nappliedAI Initiative GmbH\ne.demirci@appliedai.de\nDr. Sebastian Husch Lee\nSolution Engineering Tech Lead, \ndeepset GmbH\nsebastian.huschlee@deepset.ai\nAntoine Leboyer \nManaging Director,\nTUM Venture Labs\nantoine.leboyer@\nunternehmertum.de\nDr. Saahil Ognawala\nHead of Product,\nJina AI GmbH\nsaahil.ognawala@jina.ai\nLev Eliezer Israel\nChief Product Officer, \nSefaria\nlev@sefaria.org\nMaximilian Werk\nHead of Engineering,\nJina AI GmbH\nmaximilian.werk@jina.ai\nNoah Santacruz\nSenior Research Engineer, \nSefaria\nnoah@sefaria.org\nDamian Depaoli \nAI Engineer,\nappliedAI Initiative GmbH\nd.depaoli@appliedai.de\nMingyang Ma \nPrincipal AI Strategist & Product \nManager,\nappliedAI Initiative GmbH\nm.ma@appliedai.de\nMohammed Abdul Khaliq\nInstitut für Maschinelle \nSprachverarbeitung, \nUniversity of Stuttgart\nmohammed.abdul-khaliq@ims.uni-\nstuttgart.de", - "path": "Retrieval-Augmented Generation Realized.pdf/Contributors", - "metadata": { - "length": 1115, - "summary": "This page lists the contributors to a document titled 'RAG: Strategic & Technical Insights'. 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It aims to advance Europe's industry to \nstay competitive in the Age of AI. The initiative was established \nin 2017 by Dr. Andreas Liebl as a division of UnternehmerTUM in \nMunich and transferred to a joint venture with Innovation Park \nArtificial Intelligence (IPAI) in Heilbronn in 2022.\nAt appliedAI, more than 160 employees work together with \n>20 companies in our Partnership to create best practices \non how to apply AI, in Professional Services and Accelerator \nPrograms to engineer AI powered solutions, develop AI \nstrategies and operating models as well as upskill thousands \nof employees and managers. Moreover, appliedAI offers an \nsoftware for managing the AI application portfolio to enhance \nAI Act compliance. appliedAI holistically supports international \ncorporations, like BMW, Porsche, or Siemens, as well as \nmedium-sized companies in their AI transformation.\nFor more information, please visit\nhttps://www.appliedai.de/en/", - "path": "Retrieval-Augmented Generation Realized.pdf/About appliedAI Initiative GmbH", - "metadata": { - "length": 1081, - "summary": "This page provides an overview of appliedAI Initiative GmbH, describing it as Europe's largest initiative for trusted AI technology. It details the organization's history, its establishment in 2017 by Dr. Andreas Liebl, and its current operations involving over 160 employees and a partnership with more than 20 companies. 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Their great expertise, motivation and dedication to \nevery detail made this white paper an exceptional contribution \nto the AI Community.\nFurthermore, we extend our gratitude to the contributors \nfrom Deepset, Jina.ai, Sefaria, and TUM Venture Labs for \ntheir valuable contributions. Their profound expertise and \ncommitment have played a pivotal role in shaping the ideas and \nknowledge presented in this paper.\nWe would also like to thank all the appliedAI partner companies \nthat actively participated in the appliedAI RAG Roundtables and \nbilateral interactions. Your involvement has been indispensable, \nproviding fundamental references and serving as a constant \nsource of inspiration.\nThe content presented in this white paper has been influenced \nand inspired by discussions and exchanges within the appliedAI \nRoundtables on Retrieval Augmented Generation in October \n2023 and April 2024, including the appliedAI industry partners \nAtruvia AG, BMW Group, Giesecke+Devrient GmbH, EnBW \nEnergie Baden-Württemberg AG, Infineon Technologies AG, \nLinde Group, Miele & Cie. KG, Munich Re, Group, MTU Aero \nEngines AG, NVIDIA, Roche Diagnostics GmbH, Rohde & \nSchwarz GmbH & Co. KG, Siemens AG, Telekom Deutschland \nGmbH and Wacker Chemie AG.\nThe collective expertise, exchange and dedication to \nadvancing the knowledge in Generative AI and RAG was a \ngreat inspiration throughout the process of creating this white \npaper.\n\nRetrieval-augmented Generation \nRealized: Strategic & Technical Insights \nfor Industrial Applications\nappliedAI Initiative GmbH\nAugust-Everding-Straße 25 \n81671 München \nGermany \nwww.appliedai.de", - "path": "Retrieval-Augmented Generation Realized.pdf/Acknowledgement", - "metadata": { - "length": 1814, - "summary": "This page is the cover of a report titled 'Retrieval-augmented Generation Realized: Strategic & Technical Insights for Industrial Applications'. 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It introduces RAG-augmented reasoning (RAGAR) approaches, specifically Chain of RAG (CoRAG) and Tree of RAG (ToRAG), combined with Chain of Verification for evidence-based fact-checking. The text notes that while originally designed for political fact-checking, the method is repurposable for various industry applications requiring thorough verification.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Challenges Addressed", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Challenges Addressed", - "level": 3, - "summary": "The section titled 'Challenges Addressed' outlines three primary difficulties in multimodal fact-checking. These include Contextualized Multimodal Claim Generation, which involves generating claims from text while filtering relevant image details; Open-ended Multimodal Evidence Retrieval, focusing on retrieving text and image evidence with correct timeframes and source filtering; and Dynamic, Agentic Reasoning Actions, which requires managing prompts to determine logical reasoning paths and when to stop based on evidence accumulation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "The RAGAR Approaches: Chain of RAG (CoRAG) & Tree of RAG (ToRAG)", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Approaches: Chain of RAG (CoRAG) & Tree of RAG (ToRAG)", - "level": 3, - "summary": "This section illustrates the RAGAR approaches, specifically comparing Chain of RAG (CoRAG) and Tree of RAG (ToRAG). 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It begins with a specific claim and image context regarding Mike Pompeo. The process involves a decision loop where the system determines if an image question is needed; if yes, it uses Google Reverse Image Search API to find relevant evidence, otherwise it performs standard Evidence Retrieval via DuckDuckGo Search. A follow-up check determines if further questioning is required before generating a final Veracity Label and Explanation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "RAG-Augmented Reasoning Technique (Tree of RAG)", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/RAG-Augmented Reasoning Technique (Tree of RAG)", - "level": 4, - "summary": "This section details the 'RAG-Augmented Reasoning Technique (Tree of RAG)', a multimodal fact-checking workflow. It begins with a specific claim and image context, then branches into parallel processing paths ('Question/Followup Branch'). Each path independently evaluates an image using either Google Reverse Image Search or DuckDuckGo Evidence Retrieval to generate multiple QA pairs. These pairs undergo elimination before a final decision on whether follow-up is required, ultimately leading to a veracity label.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "Chain of RAG & Tree of RAG", - "path": "Retrieval-Augmented Generation Realized.pdf/Section 2: RAG Recipes for Real-World Challenges/The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking/Chain of RAG & Tree of RAG", - "level": 3, - "summary": "This section outlines two methodologies for RAG-augmented reasoning: Chain of RAG (CoRAG) and Tree of RAG (ToRAG). 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Naive RAG Doesn't Work Well!": {}, - "So, What Are Some Techniques to Enhance RAG?": {}, - "And What Tools Can I Use to Develop a RAG System?": {}, - "Alright, How Can I Strategically Prioritize My Development Focus to Industrialize a RAG Project?": {} - }, - "Section 2: RAG Recipes for Real-World Challenges": { - "The Cold Start Recipe: Data-Driven Chunking & Embedding Strategy Without Evaluation Dataset": {}, - "The Virtual Havruta Recipe: Optimizing Queries for Multifaceted Contexts & Precise Citations": {}, - "The Deepset Recipe: Unlocking the Mastery of Metadata for Filtering, Searching, and Reranking": {}, - "The Jina AI Recipe: Agent-Driven SQL Scoping and Task-Specific Finetuning for Patent Search": {}, - "The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking": { - "Background & Goals of this Recipe": {}, - "Challenges Addressed": {}, - "The RAGAR Approaches: Chain of RAG (CoRAG) & Tree of RAG (ToRAG)": {}, - "The RAGAR Recipe: Multimodal RAG-augmented Reasoning for Fact-checking": { - "RAG-Augmented Reasoning Technique (Chain of RAG)": {}, - "RAG-Augmented Reasoning Technique (Tree of RAG)": {} - }, - "Chain of RAG & Tree of RAG": {}, - "RAG-enhanced Agents for Enterprises": {} - } - }, - "Section 3: A Deep Dive into RAG Evaluation & Metrics": { - "Now, how do we assess RAG systems?": {}, - "A Further Look into Existing RAG Evaluation Frameworks": {}, - "Unveiling the Mechanisms Behind These Metrics": {}, - "Reflections and Future Opportunities in RAG Technology": {} - }, - "References": {}, - "Authors": {}, - "Contributors": {}, - "Contributing Companies": {}, - "About appliedAI Initiative GmbH": {}, - "Acknowledgement": {} - } -} diff --git a/apps/api/app/data/demo_documents/research-rag-realized/page_citation_assets/page-1.png b/apps/api/app/data/demo_documents/research-rag-realized/page_citation_assets/page-1.png deleted file mode 100644 index 7e79f249f..000000000 Binary files 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b/apps/api/app/data/demo_documents/research-rag-realized/tables/table_page_12_1.html deleted file mode 100644 index 3e9807508..000000000 --- a/apps/api/app/data/demo_documents/research-rag-realized/tables/table_page_12_1.html +++ /dev/null @@ -1,249 +0,0 @@ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Langchain LlamaIndexHaystackHaystack
(v0.01.13) (v0.10)(v1.25)(v2.0)
Unstructured Data Formats: Plain Text (HTML, MARKDOWN, TXT), Image (JPEG, PNG), Document (CSV, PDF)
Chunking Strategies: Fixed-size Chunking
Embedding Models: OpenAI, Hugging Face, Cohere, AWS Models
Vector Databases: Elasticsearch, FAISS, Milvus, OpenSearch, Pinecone, Qdrant, Weaviate
Unstructured Data Formats: JSON, Pre- Unstructured Data Formats: JSON EPUB, HWP, IPYNB, DOCX, PPT,Unstructured Data Formats: TIFF,Unstructured Data Formats: TIFF,
retrieval PPTXBMP, JSON, DOCXBMP, DOCX, PPTX, XLSX
Stage Chunking Strategies: Header-based Chunking, Semantic Chunking
Chunking Strategies: Recursive Chunking Strategies: Hierachical
Chunking Chunking
Embedding Models: AI21, Aleph Alpha, Baidu, Google, Azure, Cohere,Embedding Models: Anthropic,Embedding Models: Azure,
Fastembed, Gradient, Jina, Mistral, Voyage...vLLMFastembed, Gradient, Jina, Mistral, Ollama...
Vector Databases: AstraDB, Chroma, Marqo, Neo4j, Pgvector, Azure,Vector Databases: AstraDB, Chroma,
Baudu, Apache Cassandra, MyScale...Marqo, Neo4j, Pgvector
Dense Retrieval: Top-k Listing, Similarity Threshold Listing
Sparse Retrieval: Keyword-based Listing
Emsemble Retrieval: Hybrid Search, Multi-embedding Search
Metadata Filtering
Retrieval Time-weighted Search
Stage Self-querying/Auto-retrieval
Multi-querying
Contextual Compression
Parent Document
Recursive Retrieval
Auto-merging
Cross-encoder Reranker: Hugging Face Sentence Transformer
Cross-encoder Reranker: Cohere Rerank
Long-context Reordering (Reordering most similar documents to context beginning/end to avoid Lost-in-the-Middle issue)
Post- Cross-encoder Reranker: Flashrank
retrieval Cross-encoder Reranker: ColBert
Rerank
Stage
Cross-encoder Reranker: JinaCross-encoder Reranker: Jina
RerankRanker
Cross-encoder Reranker: LLM
Rerank
Diversity RankerMetaFieldRanker
Generators: OpenAI, Cohere, AWS, Hugging Face Models
Prompt Templates (query, retrieved documents, instructions, examples, tone, style, output format)
Output Parsing (e.g., structured output, syntactically valid output, semantic validation)
Generator: Anthropic
Generator: GoogleGenerator: Google
Generator: OllamaGenerator: Ollama
Generator: AzureGenerator: Azure
Generator: MistralGenerator: Mistral
Generator: AlephAlpha
Guardrail: Guardrails.ai
Guardrail: NVIDIA NeMo
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text-embedding-
ada-0020.850.580.100.670.530.89
\ No newline at end of file diff --git a/apps/api/app/data/demo_documents/research-rag-survey/chunks.json b/apps/api/app/data/demo_documents/research-rag-survey/chunks.json deleted file mode 100644 index 888197d5f..000000000 --- a/apps/api/app/data/demo_documents/research-rag-survey/chunks.json +++ /dev/null @@ -1,1094 +0,0 @@ -{ - "chunks": [ - { - "chunk_id": "asset_48894161-c0de-5c3e-9e8a-8b5d48d58840", - "type": "image", - "content": "Fig. 1. Technology tree of RAG research.\n[images/image_page_2_figure_1.png]", - "path": "images/image_page_2_figure_1.png", - "metadata": { - "length": 75, - "summary": "", - "page_nums": [ - 2 - ], - "file_path": "images/image_page_2_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_07431473-5219-5e23-bc95-303167528a21", - "type": "image", - "content": "Fig. 2\n[images/image_page_3_figure_1.png]", - "path": "images/image_page_3_figure_1.png", - "metadata": { - "length": 41, - "summary": "", - "page_nums": [ - 3 - ], - "file_path": "images/image_page_3_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_a108114a-c157-593e-bf49-4a24caea132b", - "type": "image", - "content": "Fig. 3. Comparison between the three paradigms of RAG.\n[images/image_page_4_figure_1.png]", - "path": "images/image_page_4_figure_1.png", - "metadata": { - "length": 89, - "summary": "", - "page_nums": [ - 4 - ], - "file_path": "images/image_page_4_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_5ab3ba23-ad7b-5fe5-b17f-e7c39765cc4a", - "type": "image", - "content": "Fig. 4\n[images/image_page_7_figure_1.png]", - "path": "images/image_page_7_figure_1.png", - "metadata": { - "length": 41, - "summary": "", - "page_nums": [ - 7 - ], - "file_path": "images/image_page_7_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_3c136a15-4895-5367-908f-8e2bc9eadce5", - "type": "image", - "content": "Fig. 5\n[images/image_page_11_figure_1.png]", - "path": "images/image_page_11_figure_1.png", - "metadata": { - "length": 42, - "summary": "", - "page_nums": [ - 11 - ], - "file_path": "images/image_page_11_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_c56f3f73-2c97-5893-9b64-49408dc47842", - "type": "image", - "content": "Summary of RAG ecosystem\n[images/image_page_16_figure_1.png]", - "path": "images/image_page_16_figure_1.png", - "metadata": { - "length": 60, - "summary": "", - "page_nums": [ - 16 - ], - "file_path": "images/image_page_16_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "node_81d15482-4af2-5f41-8011-3ed0a283dada", - "type": "page", - "content": "1\nRetrieval-Augmented Generation for Large\nLanguage Models: A Survey\nYunfan Gaoa, Yun Xiongb, Xinyu Gaob, Kangxiang Jiab, Jinliu Panb, Yuxi Bic, Yi Daia, Jiawei Suna, Meng\nWangc, and Haofen Wang a,c\naShanghai Research Institute for Intelligent Autonomous Systems, Tongji University\nbShanghai Key Laboratory of Data Science, School of Computer Science, Fudan University\ncCollege of Design and Innovation, Tongji University\nAbstract—Large Language Models (LLMs) showcase impres-\nsive capabilities but encounter challenges like hallucination,\noutdated knowledge, and non-transparent, untraceable reasoning\nprocesses. Retrieval-Augmented Generation (RAG) has emerged\nas a promising solution by incorporating knowledge from external\ndatabases. This enhances the accuracy and credibility of the\ngeneration, particularly for knowledge-intensive tasks, and allows\nfor continuous knowledge updates and integration of domain-\nspecific information. RAG synergistically merges LLMs’ intrin-\nsic knowledge with the vast, dynamic repositories of external\ndatabases. This comprehensive review paper offers a detailed\nexamination of the progression of RAG paradigms, encompassing\nthe Naive RAG, the Advanced RAG, and the Modular RAG.\nIt meticulously scrutinizes the tripartite foundation of RAG\nframeworks, which includes the retrieval, the generation and the\naugmentation techniques. The paper highlights the state-of-the-\nart technologies embedded in each of these critical components,\nproviding a profound understanding of the advancements in RAG\nsystems. Furthermore, this paper introduces up-to-date evalua-\ntion framework and benchmark. At the end, this article delineates\nthe challenges currently faced and points out prospective avenues\nfor research and development 1.\nIndex Terms—Large language model, retrieval-augmented gen-\neration, natural language processing, information retrieval\nI. INTRODUCTION\nL\nARGE language models (LLMs) have achieved remark-\nable success, though they still face significant limitations,\nespecially in domain-specific or knowledge-intensive tasks [1],\nnotably producing “hallucinations” [2] when handling queries\nbeyond their training data or requiring current information. To\novercome challenges, Retrieval-Augmented Generation (RAG)\nenhances LLMs by retrieving relevant document chunks from\nexternal knowledge base through semantic similarity calcu-\nlation. By referencing external knowledge, RAG effectively\nreduces the problem of generating factually incorrect content.\nIts integration into LLMs has resulted in widespread adoption,\nestablishing RAG as a key technology in advancing chatbots\nand enhancing the suitability of LLMs for real-world applica-\ntions.\nRAG technology has rapidly developed in recent years, and\nthe technology tree summarizing related research is shown\nCorresponding Author.Email:haofen.wang@tongji.edu.cn\n1Resources\nare\navailable\nat\nhttps://github.com/Tongji-KGLLM/\nRAG-Survey\nin Figure 1. The development trajectory of RAG in the era\nof large models exhibits several distinct stage characteristics.\nInitially, RAG’s inception coincided with the rise of the\nTransformer architecture, focusing on enhancing language\nmodels by incorporating additional knowledge through Pre-\nTraining Models (PTM). This early stage was characterized\nby foundational work aimed at refining pre-training techniques\n[3]–[5].The subsequent arrival of ChatGPT [6] marked a\npivotal moment, with LLM demonstrating powerful in context\nlearning (ICL) capabilities. RAG research shifted towards\nproviding better information for LLMs to answer more com-\nplex and knowledge-intensive tasks during the inference stage,\nleading to rapid development in RAG studies. As research\nprogressed, the enhancement of RAG was no longer limited\nto the inference stage but began to incorporate more with LLM\nfine-tuning techniques.\nThe burgeoning field of RAG has experienced swift growth,\nyet it has not been accompanied by a systematic synthesis that\ncould clarify its broader trajectory. This survey endeavors to\nfill this gap by mapping out the RAG process and charting\nits evolution and anticipated future paths, with a focus on the\nintegration of RAG within LLMs. This paper considers both\ntechnical paradigms and research methods, summarizing three\nmain research paradigms from over 100 RAG studies, and\nanalyzing key technologies in the core stages of “Retrieval,”\n“Generation,” and “Augmentation.” On the other hand, current\nresearch tends to focus more on methods, lacking analysis and\nsummarization of how to evaluate RAG. This paper compre-\nhensively reviews the downstream tasks, datasets, benchmarks,\nand evaluation methods applicable to RAG. Overall, this\npaper sets out to meticulously compile and categorize the\nfoundational technical concepts, historical progression, and\nthe spectrum of RAG methodologies and applications that\nhave emerged post-LLMs. It is designed to equip readers and\nprofessionals with a detailed and structured understanding of\nboth large models and RAG. It aims to illuminate the evolution\nof retrieval augmentation techniques, assess the strengths and\nweaknesses of various approaches in their respective contexts,\nand speculate on upcoming trends and innovations.\nOur contributions are as follows:\n• In this survey, we present a thorough and systematic\nreview of the state-of-the-art RAG methods, delineating\nits evolution through paradigms including naive RAG,\narXiv:2312.10997v5 [cs.CL] 27 Mar 2024", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/I. INTRODUCTION", - "metadata": { - "length": 5451, - "summary": "This document is the first page of a survey paper titled \"Retrieval-Augmented Generation for Large Language Models: A Survey.\" It introduces the concept of Retrieval-Augmented Generation (RAG) as a solution to challenges like hallucination in Large Language Models (LLMs). The abstract outlines the paper's scope, which includes reviewing RAG paradigms (Naive, Advanced, Modular), frameworks, and evaluation methods. The introduction further details the rapid development of RAG technology and its integration into LLMs.", - "page_nums": [ - 1 - ], - "keywords": [ - "Yunfan Gao", - "Yun Xiong", - "Xinyu Gao", - "Kangxiang Jia", - "Jinliu Pan", - "Yuxi Bi", - "Yi Dai", - "Jiawei Sun", - "Meng Wang", - "Haofen Wang", - "Shanghai Research Institute for Intelligent Autonomous Systems", - "Tongji University", - "Shanghai Key Laboratory of Data Science", - "School of Computer Science", - "Fudan University", - "College of Design and Innovation", - "Transformer architecture", - "ChatGPT" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_40a73b86-ede7-5fa2-b284-24ac3b17d861", - "type": "page", - "content": "2\nFig. 1. Technology tree of RAG research. The stages of involving RAG mainly include pre-training, fine-tuning, and inference. With the emergence of LLMs,\nresearch on RAG initially focused on leveraging the powerful in context learning abilities of LLMs, primarily concentrating on the inference stage. Subsequent\nresearch has delved deeper, gradually integrating more with the fine-tuning of LLMs. Researchers have also been exploring ways to enhance language models\nin the pre-training stage through retrieval-augmented techniques.\nadvanced RAG, and modular RAG. This review contex-\ntualizes the broader scope of RAG research within the\nlandscape of LLMs.\n• We identify and discuss the central technologies integral\nto the RAG process, specifically focusing on the aspects\nof “Retrieval”, “Generation” and “Augmentation”, and\ndelve into their synergies, elucidating how these com-\nponents intricately collaborate to form a cohesive and\neffective RAG framework.\n• We have summarized the current assessment methods of\nRAG, covering 26 tasks, nearly 50 datasets, outlining\nthe evaluation objectives and metrics, as well as the\ncurrent evaluation benchmarks and tools. Additionally,\nwe anticipate future directions for RAG, emphasizing\npotential enhancements to tackle current challenges.\nThe paper unfolds as follows: Section II introduces the\nmain concept and current paradigms of RAG. The following\nthree sections explore core components—“Retrieval”, “Gen-\neration” and “Augmentation”, respectively. Section III focuses\non optimization methods in retrieval,including indexing, query\nand embedding optimization. Section IV concentrates on post-\nretrieval process and LLM fine-tuning in generation. Section V\nanalyzes the three augmentation processes. Section VI focuses\non RAG’s downstream tasks and evaluation system. Sec-\ntion VII mainly discusses the challenges that RAG currently\nfaces and its future development directions. At last, the paper\nconcludes in Section VIII.\nII. OVERVIEW OF RAG\nA typical application of RAG is illustrated in Figure 2.\nHere, a user poses a question to ChatGPT about a recent,\nwidely discussed news. Given ChatGPT’s reliance on pre-\ntraining data, it initially lacks the capacity to provide up-\ndates on recent developments. RAG bridges this information\ngap by sourcing and incorporating knowledge from external\ndatabases. In this case, it gathers relevant news articles related\nto the user’s query. These articles, combined with the original\nquestion, form a comprehensive prompt that empowers LLMs\nto generate a well-informed answer.\nThe RAG research paradigm is continuously evolving, and\nwe categorize it into three stages: Naive RAG, Advanced\nRAG, and Modular RAG, as showed in Figure 3. Despite\nRAG method are cost-effective and surpass the performance\nof the native LLM, they also exhibit several limitations.\nThe development of Advanced RAG and Modular RAG is\na response to these specific shortcomings in Naive RAG.\nA. Naive RAG\nThe Naive RAG research paradigm represents the earli-\nest methodology, which gained prominence shortly after the", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/A. Naive RAG", - "metadata": { - "length": 3082, - "summary": "This page presents a technology tree of Retrieval-Augmented Generation (RAG) research, visualizing the evolution of methods from 2020 to 2024 across pre-training, fine-tuning, and inference stages. The text introduces the scope of RAG within Large Language Models (LLMs), outlines the paper's structure, and begins an overview of RAG paradigms including Naive, Advanced, and Modular RAG.", - "page_nums": [ - 2 - ], - "keywords": [ - "ChatGPT", - "LLMs" - ], - "connect_to": [ - { - "target": "asset_48894161-c0de-5c3e-9e8a-8b5d48d58840", - "relation": "embeds", - "ref": "[images/image_page_2_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_fed9d070-08e5-5a77-9b48-f7c5e66a9683", - "type": "page", - "content": "3\nFig. 2. A representative instance of the RAG process applied to question answering. It mainly consists of 3 steps. 1) Indexing. Documents are split into chunks,\nencoded into vectors, and stored in a vector database. 2) Retrieval. Retrieve the Top k chunks most relevant to the question based on semantic similarity. 3)\nGeneration. Input the original question and the retrieved chunks together into LLM to generate the final answer.\nwidespread adoption of ChatGPT. The Naive RAG follows\na traditional process that includes indexing, retrieval, and\ngeneration, which is also characterized as a “Retrieve-Read”\nframework [7].\nIndexing starts with the cleaning and extraction of raw data\nin diverse formats like PDF, HTML, Word, and Markdown,\nwhich is then converted into a uniform plain text format. To\naccommodate the context limitations of language models, text\nis segmented into smaller, digestible chunks. Chunks are then\nencoded into vector representations using an embedding model\nand stored in vector database. This step is crucial for enabling\nefficient similarity searches in the subsequent retrieval phase.\nRetrieval. Upon receipt of a user query, the RAG system\nemploys the same encoding model utilized during the indexing\nphase to transform the query into a vector representation.\nIt then computes the similarity scores between the query\nvector and the vector of chunks within the indexed corpus.\nThe system prioritizes and retrieves the top K chunks that\ndemonstrate the greatest similarity to the query. These chunks\nare subsequently used as the expanded context in prompt.\nGeneration. The posed query and selected documents are\nsynthesized into a coherent prompt to which a large language\nmodel is tasked with formulating a response. The model’s\napproach to answering may vary depending on task-specific\ncriteria, allowing it to either draw upon its inherent parametric\nknowledge or restrict its responses to the information con-\ntained within the provided documents. In cases of ongoing\ndialogues, any existing conversational history can be integrated\ninto the prompt, enabling the model to engage in multi-turn\ndialogue interactions effectively.\nHowever, Naive RAG encounters notable drawbacks:\nRetrieval Challenges. The retrieval phase often struggles\nwith precision and recall, leading to the selection of misaligned\nor irrelevant chunks, and the missing of crucial information.\nGeneration Difficulties. In generating responses, the model\nmay face the issue of hallucination, where it produces con-\ntent not supported by the retrieved context. This phase can\nalso suffer from irrelevance, toxicity, or bias in the outputs,\ndetracting from the quality and reliability of the responses.\nAugmentation Hurdles. Integrating retrieved information\nwith the different task can be challenging, sometimes resulting\nin disjointed or incoherent outputs. The process may also\nencounter redundancy when similar information is retrieved\nfrom multiple sources, leading to repetitive responses. Deter-\nmining the significance and relevance of various passages and\nensuring stylistic and tonal consistency add further complexity.\nFacing complex issues, a single retrieval based on the original\nquery may not suffice to acquire adequate context information.\nMoreover, there’s a concern that generation models might\noverly rely on augmented information, leading to outputs that\nsimply echo retrieved content without adding insightful or\nsynthesized information.\nB. Advanced RAG\nAdvanced RAG introduces specific improvements to over-\ncome the limitations of Naive RAG. Focusing on enhancing re-\ntrieval quality, it employs pre-retrieval and post-retrieval strate-\ngies. To tackle the indexing issues, Advanced RAG refines\nits indexing techniques through the use of a sliding window\napproach, fine-grained segmentation, and the incorporation of\nmetadata. Additionally, it incorporates several optimization\nmethods to streamline the retrieval process [8].", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/B. Advanced RAG", - "metadata": { - "length": 3950, - "summary": "This page details the architecture and process of Retrieval-Augmented Generation (RAG), illustrated by a flowchart in Figure 2 that outlines the steps of indexing, retrieval, and generation. The text describes how Naive RAG functions through these three phases—converting documents into vector chunks, retrieving relevant context based on user queries, and generating answers using a Large Language Model (LLM). It also discusses challenges such as hallucination and redundancy, and introduces Advanced RAG strategies to improve performance.", - "page_nums": [ - 3 - ], - "keywords": [ - "ChatGPT", - "OpenAI", - "Sam Altman" - ], - "connect_to": [ - { - "target": "asset_07431473-5219-5e23-bc95-303167528a21", - "relation": "embeds", - "ref": "[images/image_page_3_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_b5997b3e-9664-5755-98bd-5c695cc3209b", - "type": "page", - "content": "4\nFig. 3.\nComparison between the three paradigms of RAG. (Left) Naive RAG mainly consists of three parts: indexing, retrieval and generation. (Middle)\nAdvanced RAG proposes multiple optimization strategies around pre-retrieval and post-retrieval, with a process similar to the Naive RAG, still following a\nchain-like structure. (Right) Modular RAG inherits and develops from the previous paradigm, showcasing greater flexibility overall. This is evident in the\nintroduction of multiple specific functional modules and the replacement of existing modules. The overall process is not limited to sequential retrieval and\ngeneration; it includes methods such as iterative and adaptive retrieval.\nPre-retrieval process. In this stage, the primary focus is\non optimizing the indexing structure and the original query.\nThe goal of optimizing indexing is to enhance the quality of\nthe content being indexed. This involves strategies: enhancing\ndata granularity, optimizing index structures, adding metadata,\nalignment optimization, and mixed retrieval. While the goal\nof query optimization is to make the user’s original question\nclearer and more suitable for the retrieval task. Common\nmethods include query rewriting query transformation, query\nexpansion and other techniques [7], [9]–[11].\nPost-Retrieval Process. Once relevant context is retrieved,\nit’s crucial to integrate it effectively with the query. The main\nmethods in post-retrieval process include rerank chunks and\ncontext compressing. Re-ranking the retrieved information to\nrelocate the most relevant content to the edges of the prompt is\na key strategy. This concept has been implemented in frame-\nworks such as LlamaIndex2, LangChain3, and HayStack [12].\nFeeding all relevant documents directly into LLMs can lead\nto information overload, diluting the focus on key details with\nirrelevant content.To mitigate this, post-retrieval efforts con-\ncentrate on selecting the essential information, emphasizing\ncritical sections, and shortening the context to be processed.\n2https://www.llamaindex.ai\n3https://www.langchain.com/\nC. Modular RAG\nThe modular RAG architecture advances beyond the for-\nmer two RAG paradigms, offering enhanced adaptability and\nversatility. It incorporates diverse strategies for improving its\ncomponents, such as adding a search module for similarity\nsearches and refining the retriever through fine-tuning. Inno-\nvations like restructured RAG modules [13] and rearranged\nRAG pipelines [14] have been introduced to tackle specific\nchallenges. The shift towards a modular RAG approach is\nbecoming prevalent, supporting both sequential processing and\nintegrated end-to-end training across its components. Despite\nits distinctiveness, Modular RAG builds upon the foundational\nprinciples of Advanced and Naive RAG, illustrating a progres-\nsion and refinement within the RAG family.\n1) New Modules: The Modular RAG framework introduces\nadditional specialized components to enhance retrieval and\nprocessing capabilities. The Search module adapts to spe-\ncific scenarios, enabling direct searches across various data\nsources like search engines, databases, and knowledge graphs,\nusing LLM-generated code and query languages [15]. RAG-\nFusion addresses traditional search limitations by employing\na multi-query strategy that expands user queries into diverse\nperspectives, utilizing parallel vector searches and intelligent\nre-ranking to uncover both explicit and transformative knowl-\nedge [16]. The Memory module leverages the LLM’s memory\nto guide retrieval, creating an unbounded memory pool that", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/C. Modular RAG", - "metadata": { - "length": 3574, - "summary": "This page presents Figure 3, which visually compares three paradigms of Retrieval-Augmented Generation (RAG): Naive RAG, Advanced RAG, and Modular RAG. The text below the figure elaborates on pre-retrieval and post-retrieval processes, highlighting optimization strategies like query rewriting and reranking. It also details the Modular RAG architecture, emphasizing its flexibility through specialized components such as search modules and memory pools.", - "page_nums": [ - 4 - ], - "keywords": [ - "Naive RAG", - "Advanced RAG", - "Modular RAG", - "LlamaIndex", - "LangChain", - "HayStack", - "RAG-Fusion" - ], - "connect_to": [ - { - "target": "asset_a108114a-c157-593e-bf49-4a24caea132b", - "relation": "embeds", - "ref": "[images/image_page_4_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_2fc2a4ae-5b00-572a-886d-933e90468996", - "type": "page", - "content": "5\naligns the text more closely with data distribution through iter-\native self-enhancement [17], [18]. Routing in the RAG system\nnavigates through diverse data sources, selecting the optimal\npathway for a query, whether it involves summarization,\nspecific database searches, or merging different information\nstreams [19]. The Predict module aims to reduce redundancy\nand noise by generating context directly through the LLM,\nensuring relevance and accuracy [13]. Lastly, the Task Adapter\nmodule tailors RAG to various downstream tasks, automating\nprompt retrieval for zero-shot inputs and creating task-specific\nretrievers through few-shot query generation [20], [21] .This\ncomprehensive approach not only streamlines the retrieval pro-\ncess but also significantly improves the quality and relevance\nof the information retrieved, catering to a wide array of tasks\nand queries with enhanced precision and flexibility.\n2) New Patterns: Modular RAG offers remarkable adapt-\nability by allowing module substitution or reconfiguration\nto address specific challenges. This goes beyond the fixed\nstructures of Naive and Advanced RAG, characterized by a\nsimple “Retrieve” and “Read” mechanism. Moreover, Modular\nRAG expands this flexibility by integrating new modules or\nadjusting interaction flow among existing ones, enhancing its\napplicability across different tasks.\nInnovations such as the Rewrite-Retrieve-Read [7]model\nleverage the LLM’s capabilities to refine retrieval queries\nthrough a rewriting module and a LM-feedback mechanism\nto update rewriting model., improving task performance.\nSimilarly, approaches like Generate-Read [13] replace tradi-\ntional retrieval with LLM-generated content, while Recite-\nRead [22] emphasizes retrieval from model weights, enhanc-\ning the model’s ability to handle knowledge-intensive tasks.\nHybrid retrieval strategies integrate keyword, semantic, and\nvector searches to cater to diverse queries. Additionally, em-\nploying sub-queries and hypothetical document embeddings\n(HyDE) [11] seeks to improve retrieval relevance by focusing\non embedding similarities between generated answers and real\ndocuments.\nAdjustments in module arrangement and interaction, such\nas the Demonstrate-Search-Predict (DSP) [23] framework\nand the iterative Retrieve-Read-Retrieve-Read flow of ITER-\nRETGEN [14], showcase the dynamic use of module out-\nputs to bolster another module’s functionality, illustrating a\nsophisticated understanding of enhancing module synergy.\nThe flexible orchestration of Modular RAG Flow showcases\nthe benefits of adaptive retrieval through techniques such as\nFLARE [24] and Self-RAG [25]. This approach transcends\nthe fixed RAG retrieval process by evaluating the necessity\nof retrieval based on different scenarios. Another benefit of\na flexible architecture is that the RAG system can more\neasily integrate with other technologies (such as fine-tuning\nor reinforcement learning) [26]. For example, this can involve\nfine-tuning the retriever for better retrieval results, fine-tuning\nthe generator for more personalized outputs, or engaging in\ncollaborative fine-tuning [27].\nD. RAG vs Fine-tuning\nThe augmentation of LLMs has attracted considerable atten-\ntion due to their growing prevalence. Among the optimization\nmethods for LLMs, RAG is often compared with Fine-tuning\n(FT) and prompt engineering. Each method has distinct charac-\nteristics as illustrated in Figure 4. We used a quadrant chart to\nillustrate the differences among three methods in two dimen-\nsions: external knowledge requirements and model adaption\nrequirements. Prompt engineering leverages a model’s inherent\ncapabilities with minimum necessity for external knowledge\nand model adaption. RAG can be likened to providing a model\nwith a tailored textbook for information retrieval, ideal for pre-\ncise information retrieval tasks. In contrast, FT is comparable\nto a student internalizing knowledge over time, suitable for\nscenarios requiring replication of specific structures, styles, or\nformats.\nRAG excels in dynamic environments by offering real-\ntime knowledge updates and effective utilization of external\nknowledge sources with high interpretability. However, it\ncomes with higher latency and ethical considerations regarding\ndata retrieval. On the other hand, FT is more static, requiring\nretraining for updates but enabling deep customization of the\nmodel’s behavior and style. It demands significant compu-\ntational resources for dataset preparation and training, and\nwhile it can reduce hallucinations, it may face challenges with\nunfamiliar data.\nIn multiple evaluations of their performance on various\nknowledge-intensive tasks across different topics, [28] re-\nvealed that while unsupervised fine-tuning shows some im-\nprovement, RAG consistently outperforms it, for both exist-\ning knowledge encountered during training and entirely new\nknowledge. Additionally, it was found that LLMs struggle\nto learn new factual information through unsupervised fine-\ntuning. The choice between RAG and FT depends on the\nspecific needs for data dynamics, customization, and com-\nputational capabilities in the application context. RAG and\nFT are not mutually exclusive and can complement each\nother, enhancing a model’s capabilities at different levels.\nIn some instances, their combined use may lead to optimal\nperformance. The optimization process involving RAG and FT\nmay require multiple iterations to achieve satisfactory results.\nIII. RETRIEVAL\nIn the context of RAG, it is crucial to efficiently retrieve\nrelevant documents from the data source. There are several\nkey issues involved, such as the retrieval source, retrieval\ngranularity, pre-processing of the retrieval, and selection of\nthe corresponding embedding model.\nA. Retrieval Source\nRAG relies on external knowledge to enhance LLMs, while\nthe type of retrieval source and the granularity of retrieval\nunits both affect the final generation results.\n1) Data Structure: Initially, text is s the mainstream source\nof retrieval. Subsequently, the retrieval source expanded to in-\nclude semi-structured data (PDF) and structured data (Knowl-\nedge Graph, KG) for enhancement. In addition to retrieving\nfrom original external sources, there is also a growing trend in\nrecent researches towards utilizing content generated by LLMs\nthemselves for retrieval and enhancement purposes.", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/D. RAG vs Fine-tuning", - "metadata": { - "length": 6362, - "summary": "The section 'D. RAG vs Fine-tuning' compares Retrieval-Augmented Generation (RAG) and Fine-tuning (FT) as optimization methods for Large Language Models (LLMs). It describes RAG as a method that leverages external knowledge sources, offering real-time updates and interpretability but with higher latency. In contrast, FT involves retraining the model to internalize knowledge, allowing for deep customization of behavior and style but requiring significant computational resources. The text notes that while unsupervised fine-tuning shows some improvement, RAG consistently outperforms it in handling new knowledge. The section concludes by stating that RAG and FT are not mutually exclusive and can complement each other.", - "page_nums": [ - 5 - ], - "keywords": [ - "RAG", - "Fine-tuning", - "LLMs" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_bff6aa56-61a7-5ea2-a396-b71a0ee59036", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/D. RAG vs Fine-tuning p5]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source", - "metadata": { - "length": 130, - "summary": "This section, titled 'A. Retrieval Source', discusses the types of data sources used in Retrieval-Augmented Generation (RAG) systems to enhance Large Language Models (LLMs). It outlines the evolution from text as the primary source to include semi-structured data like PDFs and structured data such as Knowledge Graphs (KG). Additionally, it highlights a growing trend of utilizing content generated by LLMs themselves for retrieval and enhancement purposes.", - "page_nums": [ - 5 - ], - "keywords": [ - "RAG", - "LLMs", - "PDF", - "Knowledge Graph" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_78538662-ce62-5a5c-b55d-63d9364f3600", - "type": "page", - "content": "6\nTABLE I\nSUMMARY OF RAG METHODS\nMethod\nRetrieval Source\nRetrieval\nData Type\nRetrieval\nGranularity\nAugmentation\nStage\nRetrieval\nprocess\nCoG [29]\nWikipedia\nText\nPhrase\nPre-training\nIterative\nDenseX [30]\nFactoidWiki\nText\nProposition\nInference\nOnce\nEAR [31]\nDataset-base\nText\nSentence\nTuning\nOnce\nUPRISE [20]\nDataset-base\nText\nSentence\nTuning\nOnce\nRAST [32]\nDataset-base\nText\nSentence\nTuning\nOnce\nSelf-Mem [17]\nDataset-base\nText\nSentence\nTuning\nIterative\nFLARE [24]\nSearch Engine,Wikipedia\nText\nSentence\nTuning\nAdaptive\nPGRA [33]\nWikipedia\nText\nSentence\nInference\nOnce\nFILCO [34]\nWikipedia\nText\nSentence\nInference\nOnce\nRADA [35]\nDataset-base\nText\nSentence\nInference\nOnce\nFilter-rerank [36]\nSynthesized dataset\nText\nSentence\nInference\nOnce\nR-GQA [37]\nDataset-base\nText\nSentence Pair\nTuning\nOnce\nLLM-R [38]\nDataset-base\nText\nSentence Pair\nInference\nIterative\nTIGER [39]\nDataset-base\nText\nItem-base\nPre-training\nOnce\nLM-Indexer [40]\nDataset-base\nText\nItem-base\nTuning\nOnce\nBEQUE [9]\nDataset-base\nText\nItem-base\nTuning\nOnce\nCT-RAG [41]\nSynthesized dataset\nText\nItem-base\nTuning\nOnce\nAtlas [42]\nWikipedia, Common Crawl\nText\nChunk\nPre-training\nIterative\nRAVEN [43]\nWikipedia\nText\nChunk\nPre-training\nOnce\nRETRO++ [44]\nPre-training Corpus\nText\nChunk\nPre-training\nIterative\nINSTRUCTRETRO [45]\nPre-training corpus\nText\nChunk\nPre-training\nIterative\nRRR [7]\nSearch Engine\nText\nChunk\nTuning\nOnce\nRA-e2e [46]\nDataset-base\nText\nChunk\nTuning\nOnce\nPROMPTAGATOR [21]\nBEIR\nText\nChunk\nTuning\nOnce\nAAR [47]\nMSMARCO,Wikipedia\nText\nChunk\nTuning\nOnce\nRA-DIT [27]\nCommon Crawl,Wikipedia\nText\nChunk\nTuning\nOnce\nRAG-Robust [48]\nWikipedia\nText\nChunk\nTuning\nOnce\nRA-Long-Form [49]\nDataset-base\nText\nChunk\nTuning\nOnce\nCoN [50]\nWikipedia\nText\nChunk\nTuning\nOnce\nSelf-RAG [25]\nWikipedia\nText\nChunk\nTuning\nAdaptive\nBGM [26]\nWikipedia\nText\nChunk\nInference\nOnce\nCoQ [51]\nWikipedia\nText\nChunk\nInference\nIterative\nToken-Elimination [52]\nWikipedia\nText\nChunk\nInference\nOnce\nPaperQA [53]\nArxiv,Online Database,PubMed\nText\nChunk\nInference\nIterative\nNoiseRAG [54]\nFactoidWiki\nText\nChunk\nInference\nOnce\nIAG [55]\nSearch Engine,Wikipedia\nText\nChunk\nInference\nOnce\nNoMIRACL [56]\nWikipedia\nText\nChunk\nInference\nOnce\nToC [57]\nSearch Engine,Wikipedia\nText\nChunk\nInference\nRecursive\nSKR [58]\nDataset-base,Wikipedia\nText\nChunk\nInference\nAdaptive\nITRG [59]\nWikipedia\nText\nChunk\nInference\nIterative\nRAG-LongContext [60]\nDataset-base\nText\nChunk\nInference\nOnce\nITER-RETGEN [14]\nWikipedia\nText\nChunk\nInference\nIterative\nIRCoT [61]\nWikipedia\nText\nChunk\nInference\nRecursive\nLLM-Knowledge-Boundary [62]\nWikipedia\nText\nChunk\nInference\nOnce\nRAPTOR [63]\nDataset-base\nText\nChunk\nInference\nRecursive\nRECITE [22]\nLLMs\nText\nChunk\nInference\nOnce\nICRALM [64]\nPile,Wikipedia\nText\nChunk\nInference\nIterative\nRetrieve-and-Sample [65]\nDataset-base\nText\nDoc\nTuning\nOnce\nZemi [66]\nC4\nText\nDoc\nTuning\nOnce\nCRAG [67]\nArxiv\nText\nDoc\nInference\nOnce\n1-PAGER [68]\nWikipedia\nText\nDoc\nInference\nIterative\nPRCA [69]\nDataset-base\nText\nDoc\nInference\nOnce\nQLM-Doc-ranking [70]\nDataset-base\nText\nDoc\nInference\nOnce\nRecomp [71]\nWikipedia\nText\nDoc\nInference\nOnce\nDSP [23]\nWikipedia\nText\nDoc\nInference\nIterative\nRePLUG [72]\nPile\nText\nDoc\nInference\nOnce\nARM-RAG [73]\nDataset-base\nText\nDoc\nInference\nIterative\nGenRead [13]\nLLMs\nText\nDoc\nInference\nIterative\nUniMS-RAG [74]\nDataset-base\nText\nMulti\nTuning\nOnce\nCREA-ICL [19]\nDataset-base\nCrosslingual,Text\nSentence\nInference\nOnce\nPKG [75]\nLLM\nTabular,Text\nChunk\nInference\nOnce\nSANTA [76]\nDataset-base\nCode,Text\nItem\nPre-training\nOnce\nSURGE [77]\nFreebase\nKG\nSub-Graph\nTuning\nOnce\nMK-ToD [78]\nDataset-base\nKG\nEntity\nTuning\nOnce\nDual-Feedback-ToD [79]\nDataset-base\nKG\nEntity Sequence\nTuning\nOnce\nKnowledGPT [15]\nDataset-base\nKG\nTriplet\nInference\nMuti-time\nFABULA [80]\nDataset-base,Graph\nKG\nEntity\nInference\nOnce\nHyKGE [81]\nCMeKG\nKG\nEntity\nInference\nOnce\nKALMV [82]\nWikipedia\nKG\nTriplet\nInference\nIterative\nRoG [83]\nFreebase\nKG\nTriplet\nInference\nIterative\nG-Retriever [84]\nDataset-base\nTextGraph\nSub-Graph\nInference\nOnce", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source/TABLE I", - "metadata": { - "length": 3967, - "summary": "", - "page_nums": [ - 6 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c772c463-4557-5591-85c9-d83ae8272062", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source/TABLE I p6]\n\n7\nFig. 4. RAG compared with other model optimization methods in the aspects of “External Knowledge Required” and “Model Adaption Required”. Prompt\nEngineering requires low modifications to the model and external knowledge, focusing on harnessing the capabilities of LLMs themselves. Fine-tuning, on\nthe other hand, involves further training the model. In the early stages of RAG (Naive RAG), there is a low demand for model modifications. As research\nprogresses, Modular RAG has become more integrated with fine-tuning techniques.\nUnstructured Data, such as text, is the most widely used\nretrieval source, which are mainly gathered from corpus. For\nopen-domain question-answering (ODQA) tasks, the primary\nretrieval sources are Wikipedia Dump with the current major\nversions including HotpotQA 4 (1st October , 2017), DPR5 (20\nDecember, 2018). In addition to encyclopedic data, common\nunstructured data includes cross-lingual text [19] and domain-\nspecific data (such as medical [67]and legal domains [29]).\nSemi-structured data. typically refers to data that contains a\ncombination of text and table information, such as PDF. Han-\ndling semi-structured data poses challenges for conventional\nRAG systems due to two main reasons. Firstly, text splitting\nprocesses may inadvertently separate tables, leading to data\ncorruption during retrieval. Secondly, incorporating tables into\nthe data can complicate semantic similarity searches. When\ndealing with semi-structured data, one approach involves lever-\naging the code capabilities of LLMs to execute Text-2-SQL\nqueries on tables within databases, such as TableGPT [85].\nAlternatively, tables can be transformed into text format for\nfurther analysis using text-based methods [75]. However, both\nof these methods are not optimal solutions, indicating substan-\ntial research opportunities in this area.\nStructured data, such as knowledge graphs (KGs) [86] ,\nwhich are typically verified and can provide more precise in-\nformation. KnowledGPT [15] generates KB search queries and\nstores knowledge in a personalized base, enhancing the RAG\nmodel’s knowledge richness. In response to the limitations of\nLLMs in understanding and answering questions about textual\ngraphs, G-Retriever [84] integrates Graph Neural Networks\n4https://hotpotqa.github.io/wiki-readme.html\n5https://github.com/facebookresearch/DPR\n(GNNs), LLMs and RAG, enhancing graph comprehension\nand question-answering capabilities through soft prompting\nof the LLM, and employs the Prize-Collecting Steiner Tree\n(PCST) optimization problem for targeted graph retrieval. On\nthe contrary, it requires additional effort to build, validate,\nand maintain structured databases. On the contrary, it requires\nadditional effort to build, validate, and maintain structured\ndatabases.\nLLMs-Generated Content. Addressing the limitations of\nexternal auxiliary information in RAG, some research has\nfocused on exploiting LLMs’ internal knowledge. SKR [58]\nclassifies questions as known or unknown, applying retrieval\nenhancement selectively. GenRead [13] replaces the retriever\nwith an LLM generator, finding that LLM-generated contexts\noften contain more accurate answers due to better alignment\nwith the pre-training objectives of causal language modeling.\nSelfmem [17] iteratively creates an unbounded memory pool\nwith a retrieval-enhanced generator, using a memory selec-\ntor to choose outputs that serve as dual problems to the\noriginal question, thus self-enhancing the generative model.\nThese methodologies underscore the breadth of innovative\ndata source utilization in RAG, striving to improve model\nperformance and task effectiveness.\n2) Retrieval Granularity: Another important factor besides\nthe data format of the retrieval source is the granularity of\nthe retrieved data. Coarse-grained retrieval units theoretically\ncan provide more relevant information for the problem, but\nthey may also contain redundant content, which could distract\nthe retriever and language models in downstream tasks [50],\n[87]. On the other hand, fine-grained retrieval unit granularity\nincreases the burden of retrieval and does not guarantee seman-\ntic integrity and meeting the required knowledge. Choosing", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source/SUMMARY OF RAG METHODS", - "metadata": { - "length": 4326, - "summary": "The page features Figure 4, a chart comparing RAG (Retrieval-Augmented Generation) with other model optimization methods based on the axes of 'External Knowledge Required' and 'Model Adaptation Required'. The figure illustrates that Prompt Engineering requires low external knowledge and adaptation, while Fine-tuning requires high adaptation. The text below discusses various data sources for retrieval systems, including unstructured data (e.g., Wikipedia, HotpotQA), semi-structured data (e.g., PDFs, tables via TableGPT), and structured data like knowledge graphs (e.g., G-Retriever). It also covers LLM-generated content and retrieval granularity.", - "page_nums": [ - 6, - 7 - ], - "keywords": [ - "RAG", - "Wikipedia Dump", - "HotpotQA", - "DPR", - "TableGPT", - "G-Retriever", - "LLMs" - ], - "connect_to": [ - { - "target": "asset_5ab3ba23-ad7b-5fe5-b17f-e7c39765cc4a", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_80ddce91-66bc-58e4-8b91-2534d66e8ec1", - "type": "page", - "content": "8\nthe appropriate retrieval granularity during inference can be\na simple and effective strategy to improve the retrieval and\ndownstream task performance of dense retrievers.\nIn text, retrieval granularity ranges from fine to coarse,\nincluding Token, Phrase, Sentence, Proposition, Chunks, Doc-\nument. Among them, DenseX [30]proposed the concept of\nusing propositions as retrieval units. Propositions are defined\nas atomic expressions in the text, each encapsulating a unique\nfactual segment and presented in a concise, self-contained nat-\nural language format. This approach aims to enhance retrieval\nprecision and relevance. On the Knowledge Graph (KG),\nretrieval granularity includes Entity, Triplet, and sub-Graph.\nThe granularity of retrieval can also be adapted to downstream\ntasks, such as retrieving Item IDs [40]in recommendation tasks\nand Sentence pairs [38]. Detailed information is illustrated in\nTable I.\nB. Indexing Optimization\nIn the Indexing phase, documents will be processed, seg-\nmented, and transformed into Embeddings to be stored in a\nvector database. The quality of index construction determines\nwhether the correct context can be obtained in the retrieval\nphase.\n1) Chunking Strategy: The most common method is to split\nthe document into chunks on a fixed number of tokens (e.g.,\n100, 256, 512) [88]. Larger chunks can capture more context,\nbut they also generate more noise, requiring longer processing\ntime and higher costs. While smaller chunks may not fully\nconvey the necessary context, they do have less noise. How-\never, chunks leads to truncation within sentences, prompting\nthe optimization of a recursive splits and sliding window meth-\nods, enabling layered retrieval by merging globally related\ninformation across multiple retrieval processes [89]. Never-\ntheless, these approaches still cannot strike a balance between\nsemantic completeness and context length. Therefore, methods\nlike Small2Big have been proposed, where sentences (small)\nare used as the retrieval unit, and the preceding and following\nsentences are provided as (big) context to LLMs [90].\n2) Metadata Attachments: Chunks can be enriched with\nmetadata information such as page number, file name, au-\nthor,category timestamp. Subsequently, retrieval can be filtered\nbased on this metadata, limiting the scope of the retrieval.\nAssigning different weights to document timestamps during\nretrieval can achieve time-aware RAG, ensuring the freshness\nof knowledge and avoiding outdated information.\nIn addition to extracting metadata from the original doc-\numents, metadata can also be artificially constructed. For\nexample, adding summaries of paragraph, as well as intro-\nducing hypothetical questions. This method is also known as\nReverse HyDE. Specifically, using LLM to generate questions\nthat can be answered by the document, then calculating the\nsimilarity between the original question and the hypothetical\nquestion during retrieval to reduce the semantic gap between\nthe question and the answer.\n3) Structural Index: One effective method for enhancing\ninformation retrieval is to establish a hierarchical structure for\nthe documents. By constructing In structure, RAG system can\nexpedite the retrieval and processing of pertinent data.\nHierarchical index structure. File are arranged in parent-\nchild relationships, with chunks linked to them. Data sum-\nmaries are stored at each node, aiding in the swift traversal\nof data and assisting the RAG system in determining which\nchunks to extract. This approach can also mitigate the illusion\ncaused by block extraction issues.\nKnowledge Graph index. Utilize KG in constructing the\nhierarchical structure of documents contributes to maintaining\nconsistency. It delineates the connections between different\nconcepts and entities, markedly reducing the potential for\nillusions. Another advantage is the transformation of the\ninformation retrieval process into instructions that LLM can\ncomprehend, thereby enhancing the accuracy of knowledge\nretrieval and enabling LLM to generate contextually coherent\nresponses, thus improving the overall efficiency of the RAG\nsystem. To capture the logical relationship between document\ncontent and structure, KGP [91] proposed a method of building\nan index between multiple documents using KG. This KG\nconsists of nodes (representing paragraphs or structures in the\ndocuments, such as pages and tables) and edges (indicating\nsemantic/lexical similarity between paragraphs or relationships\nwithin the document structure), effectively addressing knowl-\nedge retrieval and reasoning problems in a multi-document\nenvironment.\nC. Query Optimization\nOne of the primary challenges with Naive RAG is its\ndirect reliance on the user’s original query as the basis for\nretrieval. Formulating a precise and clear question is difficult,\nand imprudent queries result in subpar retrieval effectiveness.\nSometimes, the question itself is complex, and the language\nis not well-organized. Another difficulty lies in language\ncomplexity ambiguity. Language models often struggle when\ndealing with specialized vocabulary or ambiguous abbrevi-\nations with multiple meanings. For instance, they may not\ndiscern whether “LLM” refers to large language model or a\nMaster of Laws in a legal context.\n1) Query Expansion: Expanding a single query into mul-\ntiple queries enriches the content of the query, providing\nfurther context to address any lack of specific nuances, thereby\nensuring the optimal relevance of the generated answers.\nMulti-Query. By employing prompt engineering to expand\nqueries via LLMs, these queries can then be executed in\nparallel. The expansion of queries is not random, but rather\nmeticulously designed.\nSub-Query. The process of sub-question planning represents\nthe generation of the necessary sub-questions to contextualize\nand fully answer the original question when combined. This\nprocess of adding relevant context is, in principle, similar\nto query expansion. Specifically, a complex question can be\ndecomposed into a series of simpler sub-questions using the\nleast-to-most prompting method [92].\nChain-of-Verification(CoVe). The expanded queries undergo\nvalidation by LLM to achieve the effect of reducing halluci-\nnations. Validated expanded queries typically exhibit higher\nreliability [93].", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/B. Indexing Optimization", - "metadata": { - "length": 6289, - "summary": "The section 'B. Indexing Optimization' discusses strategies for processing and segmenting documents into embeddings for storage in a vector database. It details three main approaches: Chunking Strategy (splitting text into fixed or recursive chunks, mentioning methods like Small2Big), Metadata Attachments (enriching chunks with page numbers, file names, or artificial metadata like hypothetical questions via Reverse HyDE), and Structural Index (establishing hierarchical structures like parent-child relationships or Knowledge Graphs to improve retrieval consistency and efficiency).", - "page_nums": [ - 8 - ], - "keywords": [ - "DenseX", - "Small2Big", - "Reverse HyDE" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d966d18c-d38d-5b29-9172-c1630b9dea76", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/B. Indexing Optimization p8]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/C. Query Optimization", - "metadata": { - "length": 128, - "summary": "The section 'Query Optimization' addresses the challenges of Naive RAG, such as imprecise queries and language ambiguity. It outlines several strategies to improve retrieval effectiveness: Query Expansion (enriching a single query with more context), Multi-Query (executing multiple expanded queries in parallel), Sub-Query (decomposing complex questions into simpler sub-questions), and Chain-of-Verification (CoVe) (validating expanded queries via an LLM to reduce hallucinations).", - "page_nums": [ - 8 - ], - "keywords": [ - "Naive RAG", - "LLM", - "RAG system" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_e3903385-26d9-5797-aece-072b9b1d0aae", - "type": "page", - "content": "9\n2) Query Transformation: The core concept is to retrieve\nchunks based on a transformed query instead of the user’s\noriginal query.\nQuery Rewrite.The original queries are not always optimal\nfor LLM retrieval, especially in real-world scenarios. There-\nfore, we can prompt LLM to rewrite the queries. In addition to\nusing LLM for query rewriting, specialized smaller language\nmodels, such as RRR (Rewrite-retrieve-read) [7]. The imple-\nmentation of the query rewrite method in the Taobao, known\nas BEQUE [9] has notably enhanced recall effectiveness for\nlong-tail queries, resulting in a rise in GMV.\nAnother query transformation method is to use prompt\nengineering to let LLM generate a query based on the original\nquery for subsequent retrieval. HyDE [11] construct hypothet-\nical documents (assumed answers to the original query). It\nfocuses on embedding similarity from answer to answer rather\nthan seeking embedding similarity for the problem or query.\nUsing the Step-back Prompting method [10], the original\nquery is abstracted to generate a high-level concept question\n(step-back question). In the RAG system, both the step-back\nquestion and the original query are used for retrieval, and both\nthe results are utilized as the basis for language model answer\ngeneration.\n3) Query Routing: Based on varying queries, routing to\ndistinct RAG pipeline,which is suitable for a versatile RAG\nsystem designed to accommodate diverse scenarios.\nMetadata Router/ Filter. The first step involves extracting\nkeywords (entity) from the query, followed by filtering based\non the keywords and metadata within the chunks to narrow\ndown the search scope.\nSemantic Router is another method of routing involves\nleveraging the semantic information of the query. Specific\napprach see Semantic Router 6. Certainly, a hybrid routing\napproach can also be employed, combining both semantic and\nmetadata-based methods for enhanced query routing.\nD. Embedding\nIn RAG, retrieval is achieved by calculating the similarity\n(e.g. cosine similarity) between the embeddings of the ques-\ntion and document chunks, where the semantic representation\ncapability of embedding models plays a key role. This mainly\nincludes a sparse encoder (BM25) and a dense retriever (BERT\narchitecture Pre-training language models). Recent research\nhas introduced prominent embedding models such as AngIE,\nVoyage, BGE,etc [94]–[96], which are benefit from multi-task\ninstruct tuning. Hugging Face’s MTEB leaderboard 7 evaluates\nembedding models across 8 tasks, covering 58 datasests. Ad-\nditionally, C-MTEB focuses on Chinese capability, covering\n6 tasks and 35 datasets. There is no one-size-fits-all answer\nto “which embedding model to use.” However, some specific\nmodels are better suited for particular use cases.\n1) Mix/hybrid Retrieval : Sparse and dense embedding\napproaches capture different relevance features and can ben-\nefit from each other by leveraging complementary relevance\ninformation. For instance, sparse retrieval models can be used\n6https://github.com/aurelio-labs/semantic-router\n7https://huggingface.co/spaces/mteb/leaderboard\nto provide initial search results for training dense retrieval\nmodels. Additionally, pre-training language models (PLMs)\ncan be utilized to learn term weights to enhance sparse\nretrieval. Specifically, it also demonstrates that sparse retrieval\nmodels can enhance the zero-shot retrieval capability of dense\nretrieval models and assist dense retrievers in handling queries\ncontaining rare entities, thereby improving robustness.\n2) Fine-tuning Embedding Model: In instances where the\ncontext significantly deviates from pre-training corpus, partic-\nularly within highly specialized disciplines such as healthcare,\nlegal practice, and other sectors replete with proprietary jargon,\nfine-tuning the embedding model on your own domain dataset\nbecomes essential to mitigate such discrepancies.\nIn addition to supplementing domain knowledge, another\npurpose of fine-tuning is to align the retriever and generator,\nfor example, using the results of LLM as the supervision signal\nfor fine-tuning, known as LSR (LM-supervised Retriever).\nPROMPTAGATOR [21] utilizes the LLM as a few-shot query\ngenerator to create task-specific retrievers, addressing chal-\nlenges in supervised fine-tuning, particularly in data-scarce\ndomains. Another approach, LLM-Embedder [97], exploits\nLLMs to generate reward signals across multiple downstream\ntasks. The retriever is fine-tuned with two types of supervised\nsignals: hard labels for the dataset and soft rewards from\nthe LLMs. This dual-signal approach fosters a more effective\nfine-tuning process, tailoring the embedding model to diverse\ndownstream applications. REPLUG [72] utilizes a retriever\nand an LLM to calculate the probability distributions of the\nretrieved documents and then performs supervised training\nby computing the KL divergence. This straightforward and\neffective training method enhances the performance of the\nretrieval model by using an LM as the supervisory signal,\neliminating the need for specific cross-attention mechanisms.\nMoreover, inspired by RLHF (Reinforcement Learning from\nHuman Feedback), utilizing LM-based feedback to reinforce\nthe retriever through reinforcement learning.\nE. Adapter\nFine-tuning models may present challenges, such as in-\ntegrating functionality through an API or addressing con-\nstraints arising from limited local computational resources.\nConsequently, some approaches opt to incorporate an external\nadapter to aid in alignment.\nTo optimize the multi-task capabilities of LLM, UP-\nRISE [20] trained a lightweight prompt retriever that can\nautomatically retrieve prompts from a pre-built prompt pool\nthat are suitable for a given zero-shot task input. AAR\n(Augmentation-Adapted Retriver) [47] introduces a universal\nadapter designed to accommodate multiple downstream tasks.\nWhile PRCA [69] add a pluggable reward-driven contextual\nadapter to enhance performance on specific tasks. BGM [26]\nkeeps the retriever and LLM fixed,and trains a bridge Seq2Seq\nmodel in between. The bridge model aims to transform the\nretrieved information into a format that LLMs can work with\neffectively, allowing it to not only rerank but also dynami-\ncally select passages for each query, and potentially employ\nmore advanced strategies like repetition. Furthermore, PKG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/D. Embedding", - "metadata": { - "length": 6341, - "summary": "The section discusses the role of embedding models in RAG systems, which calculate similarity between question and document chunks. It highlights prominent models like AnglE, Voyage, and BGE that benefit from multi-task instruction tuning. The text also mentions evaluation benchmarks such as Hugging Face's MTEB leaderboard (covering 8 tasks and 58 datasets) and C-MTEB for Chinese capability. Finally, it introduces 'Mix/hybrid Retrieval' as a method combining sparse and dense embedding approaches to capture different relevance features.", - "page_nums": [ - 9 - ], - "keywords": [ - "RAG", - "AnglE", - "Voyage", - "BGE", - "Hugging Face", - "MTEB", - "C-MTEB" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_70cbd426-3e38-56f8-a75f-ed1b047bb381", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/D. Embedding p9]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/E. Adapter", - "metadata": { - "length": 116, - "summary": "The section titled 'E. Adapter' discusses the use of external adapters to address challenges in fine-tuning large language models (LLMs), such as limited computational resources or API integration constraints. It describes several approaches including UPRISE, which trains a lightweight prompt retriever; AAR (Augmentation-Adapted Retriever), a universal adapter for multiple downstream tasks; PRCA, a pluggable reward-driven contextual adapter; BGM, which uses a bridge Seq2Seq model between the retriever and LLM; and PKG, which employs advanced strategies like repetition.", - "page_nums": [ - 9 - ], - "keywords": [ - "UPRISE", - "AAR", - "PRCA", - "BGM", - "PKG" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d794b0d2-eb82-5436-8cd4-f49ff6d75398", - "type": "page", - "content": "10\nintroduces an innovative method for integrating knowledge\ninto white-box models via directive fine-tuning [75]. In this\napproach, the retriever module is directly substituted to gen-\nerate relevant documents according to a query. This method\nassists in addressing the difficulties encountered during the\nfine-tuning process and enhances model performance.\nIV. GENERATION\nAfter retrieval, it is not a good practice to directly input all\nthe retrieved information to the LLM for answering questions.\nFollowing will introduce adjustments from two perspectives:\nadjusting the retrieved content and adjusting the LLM.\nA. Context Curation\nRedundant information can interfere with the final gener-\nation of LLM, and overly long contexts can also lead LLM\nto the “Lost in the middle” problem [98]. Like humans, LLM\ntends to only focus on the beginning and end of long texts,\nwhile forgetting the middle portion. Therefore, in the RAG\nsystem, we typically need to further process the retrieved\ncontent.\n1) Reranking: Reranking fundamentally reorders document\nchunks to highlight the most pertinent results first, effectively\nreducing the overall document pool, severing a dual purpose\nin information retrieval, acting as both an enhancer and a\nfilter, delivering refined inputs for more precise language\nmodel processing [70]. Reranking can be performed using\nrule-based methods that depend on predefined metrics like\nDiversity, Relevance, and MRR, or model-based approaches\nlike Encoder-Decoder models from the BERT series (e.g.,\nSpanBERT), specialized reranking models such as Cohere\nrerank or bge-raranker-large, and general large language mod-\nels like GPT [12], [99].\n2) Context Selection/Compression: A common misconcep-\ntion in the RAG process is the belief that retrieving as many\nrelevant documents as possible and concatenating them to form\na lengthy retrieval prompt is beneficial. However, excessive\ncontext can introduce more noise, diminishing the LLM’s\nperception of key information .\n(Long) LLMLingua [100], [101] utilize small language\nmodels (SLMs) such as GPT-2 Small or LLaMA-7B, to\ndetect and remove unimportant tokens, transforming it into\na form that is challenging for humans to comprehend but\nwell understood by LLMs. This approach presents a direct\nand practical method for prompt compression, eliminating the\nneed for additional training of LLMs while balancing language\nintegrity and compression ratio. PRCA tackled this issue by\ntraining an information extractor [69]. Similarly, RECOMP\nadopts a comparable approach by training an information\ncondenser using contrastive learning [71]. Each training data\npoint consists of one positive sample and five negative sam-\nples, and the encoder undergoes training using contrastive loss\nthroughout this process [102] .\nIn addition to compressing the context, reducing the num-\nber of documents aslo helps improve the accuracy of the\nmodel’s answers. Ma et al. [103] propose the “Filter-Reranker”\nparadigm, which combines the strengths of LLMs and SLMs.\nIn this paradigm, SLMs serve as filters, while LLMs function\nas reordering agents. The research shows that instructing\nLLMs to rearrange challenging samples identified by SLMs\nleads to significant improvements in various Information\nExtraction (IE) tasks. Another straightforward and effective\napproach involves having the LLM evaluate the retrieved\ncontent before generating the final answer. This allows the\nLLM to filter out documents with poor relevance through LLM\ncritique. For instance, in Chatlaw [104], the LLM is prompted\nto self-suggestion on the referenced legal provisions to assess\ntheir relevance.\nB. LLM Fine-tuning\nTargeted fine-tuning based on the scenario and data char-\nacteristics on LLMs can yield better results. This is also one\nof the greatest advantages of using on-premise LLMs. When\nLLMs lack data in a specific domain, additional knowledge can\nbe provided to the LLM through fine-tuning. Huggingface’s\nfine-tuning data can also be used as an initial step.\nAnother benefit of fine-tuning is the ability to adjust the\nmodel’s input and output. For example, it can enable LLM to\nadapt to specific data formats and generate responses in a par-\nticular style as instructed [37]. For retrieval tasks that engage\nwith structured data, the SANTA framework [76] implements\na tripartite training regimen to effectively encapsulate both\nstructural and semantic nuances. The initial phase focuses on\nthe retriever, where contrastive learning is harnessed to refine\nthe query and document embeddings.\nAligning LLM outputs with human or retriever preferences\nthrough reinforcement learning is a potential approach. For\ninstance, manually annotating the final generated answers\nand then providing feedback through reinforcement learning.\nIn addition to aligning with human preferences, it is also\npossible to align with the preferences of fine-tuned models\nand retrievers [79]. When circumstances prevent access to\npowerful proprietary models or larger parameter open-source\nmodels, a simple and effective method is to distill the more\npowerful models(e.g. GPT-4). Fine-tuning of LLM can also\nbe coordinated with fine-tuning of the retriever to align pref-\nerences. A typical approach, such as RA-DIT [27], aligns the\nscoring functions between Retriever and Generator using KL\ndivergence.\nV. AUGMENTATION PROCESS IN RAG\nIn the domain of RAG, the standard practice often involves\na singular (once) retrieval step followed by generation, which\ncan lead to inefficiencies and sometimes is typically insuffi-\ncient for complex problems demanding multi-step reasoning,\nas it provides a limited scope of information [105]. Many\nstudies have optimized the retrieval process in response to this\nissue, and we have summarised them in Figure 5.\nA. Iterative Retrieval\nIterative retrieval is a process where the knowledge base\nis repeatedly searched based on the initial query and the text\ngenerated so far, providing a more comprehensive knowledge", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION/A. Context Curation", - "metadata": { - "length": 5970, - "summary": "The section 'A. Context Curation' discusses methods to process retrieved information before it is fed into a Large Language Model (LLM) to avoid issues like the 'Lost in the middle' problem. It details two main approaches: 1) Reranking, which reorders document chunks based on relevance using metrics or models like BERT and GPT; and 2) Context Selection/Compression, which reduces context length by removing unimportant tokens or summarizing content using techniques like contrastive learning or small language models (SLMs).", - "page_nums": [ - 10 - ], - "keywords": [ - "LLM", - "RAG", - "BERT", - "SpanBERT", - "Cohere rerank", - "bge-ranker-large", - "GPT", - "LLMLingua", - "GPT-2 Small", - "LLaMA-7B", - "PRCA", - "RECOMP", - "Ma et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_7d03b19f-e5c9-5475-a896-c71a26b994f3", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION/A. Context Curation p10]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION/B. LLM Fine-tuning", - "metadata": { - "length": 124, - "summary": "This section discusses targeted fine-tuning of Large Language Models (LLMs) to improve performance in specific domains or data formats. It highlights benefits such as incorporating additional knowledge, adapting to structured data (e.g., via the SANTA framework), and aligning outputs with human or retriever preferences through reinforcement learning. The text also covers distilling powerful proprietary models into smaller ones and coordinating fine-tuning between retrievers and generators using methods like RA-DIT.", - "page_nums": [ - 10 - ], - "keywords": [ - "Huggingface", - "SANTA framework", - "Chatlaw", - "GPT-4", - "RA-DIT" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_44c4ccb5-e484-5e7a-98a7-c83661a853b6", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION/A. Context Curation p10]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/A. Iterative Retrieval", - "metadata": { - "length": 124, - "summary": "The section titled 'A. Iterative Retrieval' introduces a process where the knowledge base is repeatedly searched based on an initial query and previously generated text to provide more comprehensive knowledge.", - "page_nums": [ - 10 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_63a5dff1-6f8e-5e89-aa00-3b0058dc5e07", - "type": "page", - "content": "11\nFig. 5. In addition to the most common once retrieval, RAG also includes three types of retrieval augmentation processes. (left) Iterative retrieval involves\nalternating between retrieval and generation, allowing for richer and more targeted context from the knowledge base at each step. (Middle) Recursive retrieval\ninvolves gradually refining the user query and breaking down the problem into sub-problems, then continuously solving complex problems through retrieval\nand generation. (Right) Adaptive retrieval focuses on enabling the RAG system to autonomously determine whether external knowledge retrieval is necessary\nand when to stop retrieval and generation, often utilizing LLM-generated special tokens for control.\nbase for LLMs. This approach has been shown to enhance\nthe robustness of subsequent answer generation by offering\nadditional contextual references through multiple retrieval\niterations. However, it may be affected by semantic discon-\ntinuity and the accumulation of irrelevant information. ITER-\nRETGEN [14] employs a synergistic approach that lever-\nages “retrieval-enhanced generation” alongside “generation-\nenhanced retrieval” for tasks that necessitate the reproduction\nof specific information. The model harnesses the content\nrequired to address the input task as a contextual basis for\nretrieving pertinent knowledge, which in turn facilitates the\ngeneration of improved responses in subsequent iterations.\nB. Recursive Retrieval\nRecursive retrieval is often used in information retrieval and\nNLP to improve the depth and relevance of search results.\nThe process involves iteratively refining search queries based\non the results obtained from previous searches. Recursive\nRetrieval aims to enhance the search experience by gradu-\nally converging on the most pertinent information through a\nfeedback loop. IRCoT [61] uses chain-of-thought to guide\nthe retrieval process and refines the CoT with the obtained\nretrieval results. ToC [57] creates a clarification tree that\nsystematically optimizes the ambiguous parts in the Query. It\ncan be particularly useful in complex search scenarios where\nthe user’s needs are not entirely clear from the outset or where\nthe information sought is highly specialized or nuanced. The\nrecursive nature of the process allows for continuous learning\nand adaptation to the user’s requirements, often resulting in\nimproved satisfaction with the search outcomes.\nTo address specific data scenarios, recursive retrieval and\nmulti-hop retrieval techniques are utilized together. Recursive\nretrieval involves a structured index to process and retrieve\ndata in a hierarchical manner, which may include summarizing\nsections of a document or lengthy PDF before performing a\nretrieval based on this summary. Subsequently, a secondary\nretrieval within the document refines the search, embodying\nthe recursive nature of the process. In contrast, multi-hop\nretrieval is designed to delve deeper into graph-structured data\nsources, extracting interconnected information [106].\nC. Adaptive Retrieval\nAdaptive retrieval methods, exemplified by Flare [24] and\nSelf-RAG [25], refine the RAG framework by enabling LLMs\nto actively determine the optimal moments and content for\nretrieval, thus enhancing the efficiency and relevance of the\ninformation sourced.\nThese methods are part of a broader trend wherein\nLLMs employ active judgment in their operations, as seen\nin model agents like AutoGPT, Toolformer, and Graph-\nToolformer [107]–[109]. Graph-Toolformer, for instance, di-\nvides its retrieval process into distinct steps where LLMs\nproactively use retrievers, apply Self-Ask techniques, and em-\nploy few-shot prompts to initiate search queries. This proactive\nstance allows LLMs to decide when to search for necessary\ninformation, akin to how an agent utilizes tools.\nWebGPT [110] integrates a reinforcement learning frame-\nwork to train the GPT-3 model in autonomously using a\nsearch engine during text generation. It navigates this process\nusing special tokens that facilitate actions such as search\nengine queries, browsing results, and citing references, thereby\nexpanding GPT-3’s capabilities through the use of external\nsearch engines. Flare automates timing retrieval by monitoring\nthe confidence of the generation process, as indicated by the", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/B. Recursive Retrieval", - "metadata": { - "length": 4304, - "summary": "The section 'B. Recursive Retrieval' describes a process used in information retrieval and NLP to improve search depth and relevance by iteratively refining queries based on previous results. It highlights methods like IRCoT, which uses chain-of-thought for guidance, and ToC, which creates clarification trees to optimize ambiguous queries. The text also notes that recursive retrieval is often combined with multi-hop retrieval techniques.", - "page_nums": [ - 11 - ], - "keywords": [ - "IRCoT", - "ToC" - ], - "connect_to": [ - { - "target": "asset_3c136a15-4895-5367-908f-8e2bc9eadce5", - "relation": "embeds", - "ref": "[images/image_page_11_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_80485953-7213-5e6e-ac94-3a9ac2c09a6c", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/B. Recursive Retrieval p11]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/C. Adaptive Retrieval", - "metadata": { - "length": 143, - "summary": "This section discusses adaptive retrieval methods, which enable Large Language Models (LLMs) to actively determine the optimal timing and content for retrieval. It highlights Flare and Self-RAG as examples of this approach. The text also contextualizes these methods within a broader trend of LLMs employing active judgment, similar to model agents like AutoGPT, Toolformer, and Graph-Toolformer. Additionally, it mentions WebGPT's use of reinforcement learning to train GPT-3 for autonomous search engine usage.", - "page_nums": [ - 11 - ], - "keywords": [ - "Flare", - "Self-RAG", - "AutoGPT", - "Toolformer", - "Graph-Toolformer", - "WebGPT", - "GPT-3" - ], - "connect_to": [ - { - "target": "asset_3c136a15-4895-5367-908f-8e2bc9eadce5", - "relation": "related", - "ref": "[images/image_page_11_figure_1.png]", - "same_as_owner": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/B. Recursive Retrieval" - } - ], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_ff48c89a-b01b-50e3-b555-94fb84a65a2a", - "type": "page", - "content": "12\nprobability of generated terms [24]. When the probability falls\nbelow a certain threshold would activates the retrieval system\nto collect relevant information, thus optimizing the retrieval\ncycle. Self-RAG [25] introduces “reflection tokens” that allow\nthe model to introspect its outputs. These tokens come in\ntwo varieties: “retrieve” and “critic”. The model autonomously\ndecides when to activate retrieval, or alternatively, a predefined\nthreshold may trigger the process. During retrieval, the gen-\nerator conducts a fragment-level beam search across multiple\nparagraphs to derive the most coherent sequence. Critic scores\nare used to update the subdivision scores, with the flexibility\nto adjust these weights during inference, tailoring the model’s\nbehavior. Self-RAG’s design obviates the need for additional\nclassifiers or reliance on Natural Language Inference (NLI)\nmodels, thus streamlining the decision-making process for\nwhen to engage retrieval mechanisms and improving the\nmodel’s autonomous judgment capabilities in generating ac-\ncurate responses.\nVI. TASK AND EVALUATION\nThe rapid advancement and growing adoption of RAG\nin the field of NLP have propelled the evaluation of RAG\nmodels to the forefront of research in the LLMs community.\nThe primary objective of this evaluation is to comprehend\nand optimize the performance of RAG models across diverse\napplication scenarios.This chapter will mainly introduce the\nmain downstream tasks of RAG, datasets, and how to evaluate\nRAG systems.\nA. Downstream Task\nThe core task of RAG remains Question Answering (QA),\nincluding\ntraditional\nsingle-hop/multi-hop\nQA,\nmultiple-\nchoice, domain-specific QA as well as long-form scenarios\nsuitable for RAG. In addition to QA, RAG is continuously\nbeing expanded into multiple downstream tasks, such as Infor-\nmation Extraction (IE), dialogue generation, code search, etc.\nThe main downstream tasks of RAG and their corresponding\ndatasets are summarized in Table II.\nB. Evaluation Target\nHistorically, RAG models assessments have centered on\ntheir execution in specific downstream tasks. These evaluations\nemploy established metrics suitable to the tasks at hand. For\ninstance, question answering evaluations might rely on EM\nand F1 scores [7], [45], [59], [72], whereas fact-checking\ntasks often hinge on Accuracy as the primary metric [4],\n[14], [42]. BLEU and ROUGE metrics are also commonly\nused to evaluate answer quality [26], [32], [52], [78]. Tools\nlike RALLE, designed for the automatic evaluation of RAG\napplications, similarly base their assessments on these task-\nspecific metrics [160]. Despite this, there is a notable paucity\nof research dedicated to evaluating the distinct characteristics\nof RAG models.The main evaluation objectives include:\nRetrieval Quality. Evaluating the retrieval quality is crucial\nfor determining the effectiveness of the context sourced by\nthe retriever component. Standard metrics from the domains\nof search engines, recommendation systems, and information\nretrieval systems are employed to measure the performance of\nthe RAG retrieval module. Metrics such as Hit Rate, MRR, and\nNDCG are commonly utilized for this purpose [161], [162].\nGeneration Quality. The assessment of generation quality\ncenters on the generator’s capacity to synthesize coherent and\nrelevant answers from the retrieved context. This evaluation\ncan be categorized based on the content’s objectives: unlabeled\nand labeled content. For unlabeled content, the evaluation\nencompasses the faithfulness, relevance, and non-harmfulness\nof the generated answers. In contrast, for labeled content,\nthe focus is on the accuracy of the information produced by\nthe model [161]. Additionally, both retrieval and generation\nquality assessments can be conducted through manual or\nautomatic evaluation methods [29], [161], [163].\nC. Evaluation Aspects\nContemporary evaluation practices of RAG models empha-\nsize three primary quality scores and four essential abilities,\nwhich collectively inform the evaluation of the two principal\ntargets of the RAG model: retrieval and generation.\n1) Quality Scores: Quality scores include context rele-\nvance, answer faithfulness, and answer relevance. These qual-\nity scores evaluate the efficiency of the RAG model from\ndifferent perspectives in the process of information retrieval\nand generation [164]–[166].\nContext Relevance evaluates the precision and specificity\nof the retrieved context, ensuring relevance and minimizing\nprocessing costs associated with extraneous content.\nAnswer Faithfulness ensures that the generated answers\nremain true to the retrieved context, maintaining consistency\nand avoiding contradictions.\nAnswer Relevance requires that the generated answers are\ndirectly pertinent to the posed questions, effectively addressing\nthe core inquiry.\n2) Required Abilities: RAG evaluation also encompasses\nfour abilities indicative of its adaptability and efficiency:\nnoise robustness, negative rejection, information integration,\nand counterfactual robustness [167], [168]. These abilities are\ncritical for the model’s performance under various challenges\nand complex scenarios, impacting the quality scores.\nNoise Robustness appraises the model’s capability to man-\nage noise documents that are question-related but lack sub-\nstantive information.\nNegative Rejection assesses the model’s discernment in\nrefraining from responding when the retrieved documents do\nnot contain the necessary knowledge to answer a question.\nInformation Integration evaluates the model’s proficiency in\nsynthesizing information from multiple documents to address\ncomplex questions.\nCounterfactual Robustness tests the model’s ability to rec-\nognize and disregard known inaccuracies within documents,\neven when instructed about potential misinformation.\nContext relevance and noise robustness are important for\nevaluating the quality of retrieval, while answer faithfulness,\nanswer relevance, negative rejection, information integration,\nand counterfactual robustness are important for evaluating the\nquality of generation.", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/A. Downstream Task", - "metadata": { - "length": 6066, - "summary": "The section 'A. Downstream Task' outlines the primary applications of Retrieval-Augmented Generation (RAG) models. It identifies Question Answering (QA) as the core task, covering various formats like single-hop/multi-hop QA and domain-specific scenarios. Additionally, it notes that RAG is expanding into other tasks such as Information Extraction (IE), dialogue generation, and code search. The text concludes by stating that these main downstream tasks and their corresponding datasets are summarized in Table II.", - "page_nums": [ - 12 - ], - "keywords": [ - "RAG", - "LLMs", - "Table II" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1b784b91-ad88-589a-9e40-5c7ef410c203", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/A. Downstream Task p12]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/B. Evaluation Target", - "metadata": { - "length": 132, - "summary": "This section discusses the historical focus of RAG model assessments on specific downstream tasks and the metrics used for them, such as EM, F1, Accuracy, BLEU, and ROUGE. It introduces the main evaluation objectives: Retrieval Quality (measuring context effectiveness) and Generation Quality (assessing the synthesis of coherent answers).", - "page_nums": [ - 12 - ], - "keywords": [ - "RAG", - "EM", - "F1", - "BLEU", - "ROUGE", - "RALLE" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_60bbdce7-e982-5b16-a863-e39f08c95b4d", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/A. Downstream Task p12]\n\n13\nTABLE II\nDOWNSTREAM TASKS AND DATASETS OF RAG\nTask\nSub Task\nDataset\nMethod\nQA\nSingle-hop\nNatural Qustion(NQ) [111]\n[26], [30], [34], [42], [45], [50], [52], [59], [64], [82]\n[3], [4], [22], [27], [40], [43], [54], [62], [71], [112]\n[20], [44], [72]\nTriviaQA(TQA) [113]\n[13], [30], [34], [45], [50], [64]\n[4], [27], [59], [62], [112]\n[22], [25], [43], [44], [71], [72]\nSQuAD [114]\n[20], [23], [30], [32], [45], [69], [112]\nWeb Questions(WebQ) [115]\n[3], [4], [13], [30], [50], [68]\nPopQA [116]\n[7], [25], [67]\nMS MARCO [117]\n[4], [40], [52]\nMulti-hop\nHotpotQA [118]\n[23], [26], [31], [34], [47], [51], [61], [82]\n[7], [14], [22], [27], [59], [62], [69], [71], [91]\n2WikiMultiHopQA [119]\n[14], [24], [48], [59], [61], [91]\nMuSiQue [120]\n[14], [51], [61], [91]\nLong-form QA\nELI5 [121]\n[27], [34], [43], [49], [51]\nNarrativeQA(NQA) [122]\n[45], [60], [63], [123]\nASQA [124]\n[24], [57]\nQMSum(QM) [125]\n[60], [123]\nDomain QA\nQasper [126]\n[60], [63]\nCOVID-QA [127]\n[35], [46]\nCMB [128],MMCU Medical [129]\n[81]\nMulti-Choice QA\nQuALITY [130]\n[60], [63]\nARC [131]\n[25], [67]\nCommonsenseQA [132]\n[58], [66]\nGraph QA\nGraphQA [84]\n[84]\nDialog\nDialog Generation\nWizard of Wikipedia (WoW) [133]\n[13], [27], [34], [42]\nPersonal Dialog\nKBP [134]\n[74], [135]\nDuleMon [136]\n[74]\nTask-oriented Dialog\nCamRest [137]\n[78], [79]\nRecommendation\nAmazon(Toys,Sport,Beauty) [138]\n[39], [40]\nIE\nEvent Argument Extraction\nWikiEvent [139]\n[13], [27], [37], [42]\nRAMS [140]\n[36], [37]\nRelation Extraction\nT-REx [141],ZsRE [142]\n[27], [51]\nReasoning\nCommonsense Reasoning\nHellaSwag [143]\n[20], [66]\nCoT Reasoning\nCoT Reasoning [144]\n[27]\nComplex Reasoning\nCSQA [145]\n[55]\nOthers\nLanguage Understanding\nMMLU [146]\n[7], [27], [28], [42], [43], [47], [72]\nLanguage Modeling\nWikiText-103 [147]\n[5], [29], [64], [71]\nStrategyQA [148]\n[14], [24], [48], [51], [55], [58]\nFact Checking/Verification\nFEVER [149]\n[4], [13], [27], [34], [42], [50]\nPubHealth [150]\n[25], [67]\nText Generation\nBiography [151]\n[67]\nText Summarization\nWikiASP [152]\n[24]\nXSum [153]\n[17]\nText Classification\nVioLens [154]\n[19]\nTREC [155]\n[33]\nSentiment\nSST-2 [156]\n[20], [33], [38]\nCode Search\nCodeSearchNet [157]\n[76]\nRobustness Evaluation\nNoMIRACL [56]\n[56]\nMath\nGSM8K [158]\n[73]\nMachine Translation\nJRC-Acquis [159]\n[17]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/C. Evaluation Aspects", - "metadata": { - "length": 2394, - "summary": "The section titled 'C. Evaluation Aspects' outlines the primary quality scores and essential abilities used to evaluate RAG models. It details three quality scores: Context Relevance, Answer Faithfulness, and Answer Relevance. Additionally, it describes four required abilities indicative of a model's adaptability and efficiency: Noise Robustness, Negative Rejection, Information Integration, and Counterfactual Robustness.", - "page_nums": [ - 12, - 13 - ], - "keywords": [ - "Context Relevance", - "Answer Faithfulness", - "Answer Relevance", - "Noise Robustness", - "Negative Rejection", - "Information Integration", - "Counterfactual Robustness" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_d76651f6-6373-50f7-876b-ddd3ddb15900", - "type": "page", - "content": "14\nTABLE III\nSUMMARY OF METRICS APPLICABLE FOR EVALUATION ASPECTS OF RAG\nContext\nRelevance\nFaithfulness\nAnswer\nRelevance\nNoise\nRobustness\nNegative\nRejection\nInformation\nIntegration\nCounterfactual\nRobustness\nAccuracy\n✓\n✓\n✓\n✓\n✓\n✓\n✓\nEM\n✓\nRecall\n✓\nPrecision\n✓\n✓\nR-Rate\n✓\nCosine Similarity\n✓\nHit Rate\n✓\nMRR\n✓\nNDCG\n✓\nBLEU\n✓\n✓\n✓\nROUGE/ROUGE-L\n✓\n✓\n✓\nThe specific metrics for each evaluation aspect are sum-\nmarized in Table III. It is essential to recognize that these\nmetrics, derived from related work, are traditional measures\nand do not yet represent a mature or standardized approach for\nquantifying RAG evaluation aspects. Custom metrics tailored\nto the nuances of RAG models, though not included here, have\nalso been developed in some evaluation studies.\nD. Evaluation Benchmarks and Tools\nA series of benchmark tests and tools have been proposed\nto facilitate the evaluation of RAG.These instruments furnish\nquantitative metrics that not only gauge RAG model perfor-\nmance but also enhance comprehension of the model’s capabil-\nities across various evaluation aspects. Prominent benchmarks\nsuch as RGB, RECALL and CRUD\n[167]–[169] focus on\nappraising the essential abilities of RAG models. Concur-\nrently, state-of-the-art automated tools like RAGAS [164],\nARES [165], and TruLens8 employ LLMs to adjudicate the\nquality scores. These tools and benchmarks collectively form\na robust framework for the systematic evaluation of RAG\nmodels, as summarized in Table IV.\nVII. DISCUSSION AND FUTURE PROSPECTS\nDespite the considerable progress in RAG technology, sev-\neral challenges persist that warrant in-depth research.This\nchapter will mainly introduce the current challenges and future\nresearch directions faced by RAG.\nA. RAG vs Long Context\nWith the deepening of related research, the context of LLMs\nis continuously expanding [170]–[172]. Presently, LLMs can\neffortlessly manage contexts exceeding 200,000 tokens 9. This\ncapability signifies that long-document question answering,\npreviously reliant on RAG, can now incorporate the entire\ndocument directly into the prompt. This has also sparked\ndiscussions on whether RAG is still necessary when LLMs\n8https://www.trulens.org/trulens eval/core concepts rag triad/\n9https://kimi.moonshot.cn\nare not constrained by context. In fact, RAG still plays an\nirreplaceable role. On one hand, providing LLMs with a\nlarge amount of context at once will significantly impact its\ninference speed, while chunked retrieval and on-demand input\ncan significantly improve operational efficiency. On the other\nhand, RAG-based generation can quickly locate the original\nreferences for LLMs to help users verify the generated an-\nswers. The entire retrieval and reasoning process is observable,\nwhile generation solely relying on long context remains a\nblack box. Conversely, the expansion of context provides new\nopportunities for the development of RAG, enabling it to\naddress more complex problems and integrative or summary\nquestions that require reading a large amount of material to\nanswer [49]. Developing new RAG methods in the context of\nsuper-long contexts is one of the future research trends.\nB. RAG Robustness\nThe presence of noise or contradictory information during\nretrieval can detrimentally affect RAG’s output quality. This\nsituation is figuratively referred to as “Misinformation can\nbe worse than no information at all”. Improving RAG’s\nresistance to such adversarial or counterfactual inputs is gain-\ning research momentum and has become a key performance\nmetric [48], [50], [82]. Cuconasu et al. [54] analyze which\ntype of documents should be retrieved, evaluate the relevance\nof the documents to the prompt, their position, and the\nnumber included in the context. The research findings reveal\nthat including irrelevant documents can unexpectedly increase\naccuracy by over 30%, contradicting the initial assumption\nof reduced quality. These results underscore the importance\nof developing specialized strategies to integrate retrieval with\nlanguage generation models, highlighting the need for further\nresearch and exploration into the robustness of RAG.\nC. Hybrid Approaches\nCombining RAG with fine-tuning is emerging as a leading\nstrategy. Determining the optimal integration of RAG and\nfine-tuning whether sequential, alternating, or through end-to-\nend joint training—and how to harness both parameterized", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/D. Evaluation Benchmarks and Tools", - "metadata": { - "length": 4362, - "summary": "This section discusses benchmark tests and tools proposed for evaluating Retrieval-Augmented Generation (RAG) models. It highlights prominent benchmarks such as RGB, RECALL, and CRUD, which focus on appraising essential RAG abilities. Additionally, it mentions state-of-the-art automated tools like RAGAS, ARES, and TruLens that employ Large Language Models (LLMs) to adjudicate quality scores.", - "page_nums": [ - 14 - ], - "keywords": [ - "RGB", - "RECALL", - "CRUD", - "RAGAS", - "ARES", - "TruLens" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_7156a295-a51e-50a2-9261-62714a95fdb4", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/D. Evaluation Benchmarks and Tools p14]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/A. RAG vs Long Context", - "metadata": { - "length": 148, - "summary": "This section discusses the impact of expanding Large Language Model (LLM) contexts, which now exceed 200,000 tokens. It explores whether Retrieval-Augmented Generation (RAG) remains necessary when LLMs can ingest entire documents directly. The text contrasts RAG with long-context approaches, noting that while long context improves efficiency and allows for complex problem solving, RAG offers benefits like faster inference speed, operational efficiency through chunked retrieval, and verifiable references. The section concludes by identifying the development of new RAG methods for super-long contexts as a future research trend.", - "page_nums": [ - 14 - ], - "keywords": [ - "LLMs", - "RAG" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_1370474d-8250-5ba2-8d77-ab140e965bb6", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/D. Evaluation Benchmarks and Tools p14]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/B. RAG Robustness", - "metadata": { - "length": 148, - "summary": "The section 'B. RAG Robustness' discusses the impact of noise or contradictory information on Retrieval-Augmented Generation (RAG) output quality, a problem described as 'Misinformation can be worse than no information at all'. It highlights that improving resistance to such adversarial inputs is a key performance metric. The text cites research by Cuconasu et al. [54], which found that including irrelevant documents can unexpectedly increase accuracy by over 30%, contradicting initial assumptions about reduced quality. This underscores the need for specialized strategies to integrate retrieval with language generation models.", - "page_nums": [ - 14 - ], - "keywords": [ - "Cuconasu" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_b04de59e-dce2-5078-9c23-5040049ae346", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/D. Evaluation Benchmarks and Tools p14]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/C. Hybrid Approaches", - "metadata": { - "length": 148, - "summary": "The section titled 'C. Hybrid Approaches' discusses the emerging strategy of combining Retrieval-Augmented Generation (RAG) with fine-tuning. It highlights the importance of determining the optimal integration method, whether sequential, alternating, or through end-to-end joint training, to effectively harness both parameterized and non-parameterized knowledge.", - "page_nums": [ - 14 - ], - "keywords": [ - "RAG", - "LLMs" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_322bdad5-7b4f-5941-8907-e28ca87a8766", - "type": "page", - "content": "15\nTABLE IV\nSUMMARY OF EVALUATION FRAMEWORKS\nEvaluation Framework\nEvaluation Targets\nEvaluation Aspects\nQuantitative Metrics\nRGB†\nRetrieval Quality\nGeneration Quality\nNoise Robustness\nNegative Rejection\nInformation Integration\nCounterfactual Robustness\nAccuracy\nEM\nAccuracy\nAccuracy\nRECALL†\nGeneration Quality\nCounterfactual Robustness\nR-Rate (Reappearance Rate)\nRAGAS‡\nRetrieval Quality\nGeneration Quality\nContext Relevance\nFaithfulness\nAnswer Relevance\n*\n*\nCosine Similarity\nARES‡\nRetrieval Quality\nGeneration Quality\nContext Relevance\nFaithfulness\nAnswer Relevance\nAccuracy\nAccuracy\nAccuracy\nTruLens‡\nRetrieval Quality\nGeneration Quality\nContext Relevance\nFaithfulness\nAnswer Relevance\n*\n*\n*\nCRUD†\nRetrieval Quality\nGeneration Quality\nCreative Generation\nKnowledge-intensive QA\nError Correction\nSummarization\nBLEU\nROUGE-L\nBertScore\nRAGQuestEval\n† represents a benchmark, and ‡ represents a tool. * denotes customized quantitative metrics, which deviate from traditional\nmetrics. Readers are encouraged to consult pertinent literature for the specific quantification formulas associated with these\nmetrics, as required.\nand non-parameterized advantages are areas ripe for explo-\nration [27]. Another trend is to introduce SLMs with specific\nfunctionalities into RAG and fine-tuned by the results of RAG\nsystem. For example, CRAG [67] trains a lightweight retrieval\nevaluator to assess the overall quality of the retrieved docu-\nments for a query and triggers different knowledge retrieval\nactions based on confidence levels.\nD. Scaling laws of RAG\nEnd-to-end RAG models and pre-trained models based\non\nRAG\nare\nstill\none\nof\nthe\nfocuses\nof\ncurrent\nre-\nsearchers [173].The parameters of these models are one of\nthe key factors.While scaling laws [174] are established for\nLLMs, their applicability to RAG remains uncertain. Initial\nstudies like RETRO++ [44] have begun to address this, yet the\nparameter count in RAG models still lags behind that of LLMs.\nThe possibility of an Inverse Scaling Law 10, where smaller\nmodels outperform larger ones, is particularly intriguing and\nmerits further investigation.\nE. Production-Ready RAG\nRAG’s practicality and alignment with engineering require-\nments have facilitated its adoption. However, enhancing re-\ntrieval efficiency, improving document recall in large knowl-\nedge bases, and ensuring data security—such as preventing\n10https://github.com/inverse-scaling/prize\ninadvertent disclosure of document sources or metadata by\nLLMs—are critical engineering challenges that remain to be\naddressed [175].\nThe development of the RAG ecosystem is greatly impacted\nby the progression of its technical stack. Key tools like\nLangChain and LLamaIndex have quickly gained popularity\nwith the emergence of ChatGPT, providing extensive RAG-\nrelated APIs and becoming essential in the realm of LLMs.The\nemerging technology stack, while not as rich in features as\nLangChain and LLamaIndex, stands out through its specialized\nproducts. For example, Flowise AI prioritizes a low-code\napproach, allowing users to deploy AI applications, including\nRAG, through a user-friendly drag-and-drop interface. Other\ntechnologies like HayStack, Meltano, and Cohere Coral are\nalso gaining attention for their unique contributions to the field.\nIn addition to AI-focused vendors, traditional software and\ncloud service providers are expanding their offerings to include\nRAG-centric services. Weaviate’s Verba 11 is designed for\npersonal assistant applications, while Amazon’s Kendra\n12\noffers intelligent enterprise search services, enabling users to\nbrowse various content repositories using built-in connectors.\nIn the development of RAG technology, there is a clear\ntrend towards different specialization directions, such as: 1)\nCustomization - tailoring RAG to meet specific requirements.\n2) Simplification - making RAG easier to use to reduce the\n11https://github.com/weaviate/Verba\n12https://aws.amazon.com/cn/kendra/", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/D. Scaling laws of RAG", - "metadata": { - "length": 3939, - "summary": "This section discusses the scaling laws of RAG (Retrieval-Augmented Generation) models. It notes that while scaling laws are established for LLMs, their applicability to RAG remains uncertain. The text highlights that initial studies like RETRO++ have begun addressing this, but parameter counts in RAG models still lag behind those of LLMs. It also mentions the intriguing possibility of an Inverse Scaling Law, where smaller models might outperform larger ones.", - "page_nums": [ - 15 - ], - "keywords": [ - "RAG", - "LLMs", - "RETRO++" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_e2a7d0fb-94fd-5991-86de-8febb707debe", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/D. Scaling laws of RAG p15]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/E. Production-Ready RAG", - "metadata": { - "length": 149, - "summary": "This section discusses the practicality and engineering requirements of production-ready RAG systems. It highlights key challenges such as enhancing retrieval efficiency, improving document recall in large knowledge bases, and ensuring data security to prevent inadvertent disclosure. The text also notes that the RAG ecosystem is significantly influenced by technical stack advancements, mentioning popular tools like LangChain and LlamaIndex, low-code platforms like Flowise AI, and services from traditional vendors like Weaviate's Verba and Amazon's Kendra. Finally, it identifies a trend towards specialization in RAG technology, focusing on customization and simplification.", - "page_nums": [ - 15 - ], - "keywords": [ - "LangChain", - "LlamaIndex", - "ChatGPT", - "Flowise AI", - "HayStack", - "Meltano", - "Cohere Coral", - "Weaviate", - "Verba", - "Amazon", - "Kendra" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_46a9ffb4-cc81-501b-9f5b-0d3d0847afa9", - "type": "page", - "content": "16\nFig. 6. Summary of RAG ecosystem\ninitial learning curve. 3) Specialization - optimizing RAG to\nbetter serve production environments.\nThe mutual growth of RAG models and their technology\nstacks is evident; technological advancements continuously\nestablish new standards for existing infrastructure. In turn,\nenhancements to the technology stack drive the development\nof RAG capabilities. RAG toolkits are converging into a\nfoundational technology stack, laying the groundwork for\nadvanced enterprise applications. However, a fully integrated,\ncomprehensive platform concept is still in the future, requiring\nfurther innovation and development.\nF. Multi-modal RAG\nRAG\nhas\ntranscended\nits\ninitial\ntext-based\nquestion-\nanswering confines, embracing a diverse array of modal data.\nThis expansion has spawned innovative multimodal models\nthat integrate RAG concepts across various domains:\nImage. RA-CM3 [176] stands as a pioneering multimodal\nmodel of both retrieving and generating text and images.\nBLIP-2 [177] leverages frozen image encoders alongside\nLLMs for efficient visual language pre-training, enabling zero-\nshot image-to-text conversions. The “Visualize Before You\nWrite” method [178] employs image generation to steer the\nLM’s text generation, showing promise in open-ended text\ngeneration tasks.\nAudio and Video. The GSS method retrieves and stitches\ntogether audio clips to convert machine-translated data into\nspeech-translated data [179]. UEOP marks a significant ad-\nvancement in end-to-end automatic speech recognition by\nincorporating external, offline strategies for voice-to-text con-\nversion [180]. Additionally, KNN-based attention fusion lever-\nages audio embeddings and semantically related text embed-\ndings to refine ASR, thereby accelerating domain adaptation.\nVid2Seq augments language models with specialized temporal\nmarkers, facilitating the prediction of event boundaries and\ntextual descriptions within a unified output sequence [181].\nCode. RBPS [182] excels in small-scale learning tasks by\nretrieving code examples that align with developers’ objectives\nthrough encoding and frequency analysis. This approach has\ndemonstrated efficacy in tasks such as test assertion genera-\ntion and program repair. For structured knowledge, the CoK\nmethod [106] first extracts facts pertinent to the input query\nfrom a knowledge graph, then integrates these facts as hints\nwithin the input, enhancing performance in knowledge graph\nquestion-answering tasks.\nVIII. CONCLUSION\nThe summary of this paper, as depicted in Figure 6, empha-\nsizes RAG’s significant advancement in enhancing the capa-\nbilities of LLMs by integrating parameterized knowledge from\nlanguage models with extensive non-parameterized data from\nexternal knowledge bases. The survey showcases the evolution\nof RAG technologies and their application on many different\ntasks. The analysis outlines three developmental paradigms\nwithin the RAG framework: Naive, Advanced, and Modu-\nlar RAG, each representing a progressive enhancement over\nits predecessors. RAG’s technical integration with other AI\nmethodologies, such as fine-tuning and reinforcement learning,\nhas further expanded its capabilities. Despite the progress in\nRAG technology, there are research opportunities to improve\nits robustness and its ability to handle extended contexts.\nRAG’s application scope is expanding into multimodal do-\nmains, adapting its principles to interpret and process diverse\ndata forms like images, videos, and code. This expansion high-\nlights RAG’s significant practical implications for AI deploy-\nment, attracting interest from academic and industrial sectors.", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/F. Multi-modal RAG", - "metadata": { - "length": 3641, - "summary": "Section F discusses the expansion of Retrieval-Augmented Generation (RAG) beyond text-based tasks to include multimodal data. It details specific models and methods for handling images, audio, and video. For images, it mentions RA-CM3, BLIP-2, and the 'Visualize Before You Write' method. For audio and video, it describes the GSS method, UEOP, KNN-based attention fusion, Vid2Seq, RBPS, and the CoK method.", - "page_nums": [ - 16 - ], - "keywords": [ - "RA-CM3", - "BLIP-2", - "GSS", - "UEOP" - ], - "connect_to": [ - { - "target": "asset_c56f3f73-2c97-5893-9b64-49408dc47842", - "relation": "embeds", - "ref": "[images/image_page_16_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_5ed2b6d2-8df5-5c61-97d6-15580cbf94e7", - "type": "page", - "content": "[SAME-AS Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/F. Multi-modal RAG p16]", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VIII. CONCLUSION", - "metadata": { - "length": 145, - "summary": "The conclusion summarizes the paper's emphasis on RAG's advancement in enhancing LLM capabilities by integrating parameterized knowledge with external data. It outlines three developmental paradigms (Naive, Advanced, and Modular RAG) and highlights technical integrations like fine-tuning. The section concludes by noting RAG's expanding scope into multimodal domains such as images, videos, and code, underscoring its practical implications for AI deployment.", - "page_nums": [ - 16 - ], - "keywords": [ - "RAG", - "LLMs" - ], - "connect_to": [ - { - "target": "asset_c56f3f73-2c97-5893-9b64-49408dc47842", - "relation": "related", - "ref": "[images/image_page_16_figure_1.png]", - "same_as_owner": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/F. Multi-modal RAG" - } - ], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_c108906b-0327-5365-90da-20cd799fa8b4", - "type": "page", - "content": "17\nThe growing ecosystem of RAG is evidenced by the rise in\nRAG-centric AI applications and the continuous development\nof supportive tools. As RAG’s application landscape broadens,\nthere is a need to refine evaluation methodologies to keep\npace with its evolution. Ensuring accurate and representative\nperformance assessments is crucial for fully capturing RAG’s\ncontributions to the AI research and development community.\nREFERENCES\n[1] N. Kandpal, H. Deng, A. Roberts, E. Wallace, and C. 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INTRODUCTION", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/I. INTRODUCTION", - "level": 2, - "summary": "This document is the first page of a survey paper titled \"Retrieval-Augmented Generation for Large Language Models: A Survey.\" It introduces the concept of Retrieval-Augmented Generation (RAG) as a solution to challenges like hallucination in Large Language Models (LLMs). The abstract outlines the paper's scope, which includes reviewing RAG paradigms (Naive, Advanced, Modular), frameworks, and evaluation methods. The introduction further details the rapid development of RAG technology and its integration into LLMs.", - "chunk_count": 1, - "children": [] - }, - { - "title": "II. OVERVIEW OF RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG", - "level": 2, - "summary": "", - "chunk_count": 4, - "children": [ - { - "title": "A. Naive RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/A. Naive RAG", - "level": 3, - "summary": "This page presents a technology tree of Retrieval-Augmented Generation (RAG) research, visualizing the evolution of methods from 2020 to 2024 across pre-training, fine-tuning, and inference stages. The text introduces the scope of RAG within Large Language Models (LLMs), outlines the paper's structure, and begins an overview of RAG paradigms including Naive, Advanced, and Modular RAG.", - "chunk_count": 1, - "children": [] - }, - { - "title": "B. Advanced RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/B. Advanced RAG", - "level": 3, - "summary": "This page details the architecture and process of Retrieval-Augmented Generation (RAG), illustrated by a flowchart in Figure 2 that outlines the steps of indexing, retrieval, and generation. The text describes how Naive RAG functions through these three phases—converting documents into vector chunks, retrieving relevant context based on user queries, and generating answers using a Large Language Model (LLM). It also discusses challenges such as hallucination and redundancy, and introduces Advanced RAG strategies to improve performance.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C. Modular RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/C. Modular RAG", - "level": 3, - "summary": "This page presents Figure 3, which visually compares three paradigms of Retrieval-Augmented Generation (RAG): Naive RAG, Advanced RAG, and Modular RAG. The text below the figure elaborates on pre-retrieval and post-retrieval processes, highlighting optimization strategies like query rewriting and reranking. It also details the Modular RAG architecture, emphasizing its flexibility through specialized components such as search modules and memory pools.", - "chunk_count": 1, - "children": [] - }, - { - "title": "D. RAG vs Fine-tuning", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/II. OVERVIEW OF RAG/D. RAG vs Fine-tuning", - "level": 3, - "summary": "The section 'D. RAG vs Fine-tuning' compares Retrieval-Augmented Generation (RAG) and Fine-tuning (FT) as optimization methods for Large Language Models (LLMs). It describes RAG as a method that leverages external knowledge sources, offering real-time updates and interpretability but with higher latency. In contrast, FT involves retraining the model to internalize knowledge, allowing for deep customization of behavior and style but requiring significant computational resources. The text notes that while unsupervised fine-tuning shows some improvement, RAG consistently outperforms it in handling new knowledge. The section concludes by stating that RAG and FT are not mutually exclusive and can complement each other.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "III. RETRIEVAL", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL", - "level": 2, - "summary": "", - "chunk_count": 8, - "children": [ - { - "title": "A. Retrieval Source", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source", - "level": 3, - "summary": "This section, titled 'A. Retrieval Source', discusses the types of data sources used in Retrieval-Augmented Generation (RAG) systems to enhance Large Language Models (LLMs). It outlines the evolution from text as the primary source to include semi-structured data like PDFs and structured data such as Knowledge Graphs (KG). Additionally, it highlights a growing trend of utilizing content generated by LLMs themselves for retrieval and enhancement purposes.", - "chunk_count": 4, - "children": [ - { - "title": "TABLE I", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source/TABLE I", - "level": 4, - "summary": "6 TABLE I SUMMARY OF RAG METHODS Method Retrieval Source Retrieval Data Type Retrieval Granularity Augmentation Stage Retrieval process CoG [29] Wikipedia Text Phrase Pre-training Iterative DenseX [30] FactoidWiki Text Proposition Inference Once EAR [31] Dataset-base Text Sentence Tuning Once UPRISE [20] Dataset-base Text Sentence Tuning Once RAST [32] Dataset-base Text Sentence Tuning Once Self-Mem [17] Dataset-base Text Sentence Tuning Iterative FLARE [24] Search Engine,Wikipedia Text Sentence Tuning Adaptive PGRA [33] Wikipedia Text Sentence Inference Once FILCO [34] Wikipedia Text Sentence Inference Once RADA [35] Dataset-base Text Sentence Inference Once Filter-rerank [36] Synthesized dataset Text Sentence Inference Once R-GQA [37] Dataset-base Text Sentence Pair Tuning Once LLM-R [38] Dataset-base Text Sentence Pair Inference Iterative TIGER [39] Dataset-base Text Item-base Pre-training Once LM-Indexer [40] Dataset-base Text Item-base Tuning Once BEQUE [9] Dataset-base Text Item-base Tuning Once CT-RAG [41] Synthesized dataset Text Item-base Tuning Once Atlas [42] Wikipedia, Common Crawl Text Chunk Pre-training Iterative RAVEN [43] Wikipedia Text Chunk Pre-training Once RETRO++ [44] Pre-training Corpus Text Chunk Pre-training Iterative INSTRUCTRETRO [45] Pre-training corpus Text...Once KnowledGPT [15] Dataset-base KG Triplet Inference Muti-time FABULA [80] Dataset-base,Graph KG Entity Inference Once HyKGE [81] CMeKG KG Entity Inference Once KALMV [82] Wikipedia KG Triplet Inference Iterative RoG [83] Freebase KG Triplet Inference Iterative G-Retriever [84] Dataset-base TextGraph Sub-Graph Inference Once", - "chunk_count": 1, - "children": [] - }, - { - "title": "SUMMARY OF RAG METHODS", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/A. Retrieval Source/SUMMARY OF RAG METHODS", - "level": 4, - "summary": "The page features Figure 4, a chart comparing RAG (Retrieval-Augmented Generation) with other model optimization methods based on the axes of 'External Knowledge Required' and 'Model Adaptation Required'. The figure illustrates that Prompt Engineering requires low external knowledge and adaptation, while Fine-tuning requires high adaptation. The text below discusses various data sources for retrieval systems, including unstructured data (e.g., Wikipedia, HotpotQA), semi-structured data (e.g., PDFs, tables via TableGPT), and structured data like knowledge graphs (e.g., G-Retriever). It also covers LLM-generated content and retrieval granularity.", - "chunk_count": 2, - "children": [] - } - ] - }, - { - "title": "B. Indexing Optimization", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/B. Indexing Optimization", - "level": 3, - "summary": "The section 'B. Indexing Optimization' discusses strategies for processing and segmenting documents into embeddings for storage in a vector database. It details three main approaches: Chunking Strategy (splitting text into fixed or recursive chunks, mentioning methods like Small2Big), Metadata Attachments (enriching chunks with page numbers, file names, or artificial metadata like hypothetical questions via Reverse HyDE), and Structural Index (establishing hierarchical structures like parent-child relationships or Knowledge Graphs to improve retrieval consistency and efficiency).", - "chunk_count": 1, - "children": [] - }, - { - "title": "C. Query Optimization", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/C. Query Optimization", - "level": 3, - "summary": "The section 'Query Optimization' addresses the challenges of Naive RAG, such as imprecise queries and language ambiguity. It outlines several strategies to improve retrieval effectiveness: Query Expansion (enriching a single query with more context), Multi-Query (executing multiple expanded queries in parallel), Sub-Query (decomposing complex questions into simpler sub-questions), and Chain-of-Verification (CoVe) (validating expanded queries via an LLM to reduce hallucinations).", - "chunk_count": 1, - "children": [] - }, - { - "title": "D. Embedding", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/D. Embedding", - "level": 3, - "summary": "The section discusses the role of embedding models in RAG systems, which calculate similarity between question and document chunks. It highlights prominent models like AnglE, Voyage, and BGE that benefit from multi-task instruction tuning. The text also mentions evaluation benchmarks such as Hugging Face's MTEB leaderboard (covering 8 tasks and 58 datasets) and C-MTEB for Chinese capability. Finally, it introduces 'Mix/hybrid Retrieval' as a method combining sparse and dense embedding approaches to capture different relevance features.", - "chunk_count": 1, - "children": [] - }, - { - "title": "E. Adapter", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/III. RETRIEVAL/E. Adapter", - "level": 3, - "summary": "The section titled 'E. Adapter' discusses the use of external adapters to address challenges in fine-tuning large language models (LLMs), such as limited computational resources or API integration constraints. It describes several approaches including UPRISE, which trains a lightweight prompt retriever; AAR (Augmentation-Adapted Retriever), a universal adapter for multiple downstream tasks; PRCA, a pluggable reward-driven contextual adapter; BGM, which uses a bridge Seq2Seq model between the retriever and LLM; and PKG, which employs advanced strategies like repetition.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "IV. GENERATION", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION", - "level": 2, - "summary": "", - "chunk_count": 2, - "children": [ - { - "title": "A. Context Curation", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION/A. Context Curation", - "level": 3, - "summary": "The section 'A. Context Curation' discusses methods to process retrieved information before it is fed into a Large Language Model (LLM) to avoid issues like the 'Lost in the middle' problem. It details two main approaches: 1) Reranking, which reorders document chunks based on relevance using metrics or models like BERT and GPT; and 2) Context Selection/Compression, which reduces context length by removing unimportant tokens or summarizing content using techniques like contrastive learning or small language models (SLMs).", - "chunk_count": 1, - "children": [] - }, - { - "title": "B. LLM Fine-tuning", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/IV. GENERATION/B. LLM Fine-tuning", - "level": 3, - "summary": "This section discusses targeted fine-tuning of Large Language Models (LLMs) to improve performance in specific domains or data formats. It highlights benefits such as incorporating additional knowledge, adapting to structured data (e.g., via the SANTA framework), and aligning outputs with human or retriever preferences through reinforcement learning. The text also covers distilling powerful proprietary models into smaller ones and coordinating fine-tuning between retrievers and generators using methods like RA-DIT.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "V. AUGMENTATION PROCESS IN RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG", - "level": 2, - "summary": "", - "chunk_count": 3, - "children": [ - { - "title": "A. Iterative Retrieval", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/A. Iterative Retrieval", - "level": 3, - "summary": "The section titled 'A. Iterative Retrieval' introduces a process where the knowledge base is repeatedly searched based on an initial query and previously generated text to provide more comprehensive knowledge.", - "chunk_count": 1, - "children": [] - }, - { - "title": "B. Recursive Retrieval", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/B. Recursive Retrieval", - "level": 3, - "summary": "The section 'B. Recursive Retrieval' describes a process used in information retrieval and NLP to improve search depth and relevance by iteratively refining queries based on previous results. It highlights methods like IRCoT, which uses chain-of-thought for guidance, and ToC, which creates clarification trees to optimize ambiguous queries. The text also notes that recursive retrieval is often combined with multi-hop retrieval techniques.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C. Adaptive Retrieval", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/V. AUGMENTATION PROCESS IN RAG/C. Adaptive Retrieval", - "level": 3, - "summary": "This section discusses adaptive retrieval methods, which enable Large Language Models (LLMs) to actively determine the optimal timing and content for retrieval. It highlights Flare and Self-RAG as examples of this approach. The text also contextualizes these methods within a broader trend of LLMs employing active judgment, similar to model agents like AutoGPT, Toolformer, and Graph-Toolformer. Additionally, it mentions WebGPT's use of reinforcement learning to train GPT-3 for autonomous search engine usage.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "VI. TASK AND EVALUATION", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION", - "level": 2, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "A. Downstream Task", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/A. Downstream Task", - "level": 3, - "summary": "The section 'A. Downstream Task' outlines the primary applications of Retrieval-Augmented Generation (RAG) models. It identifies Question Answering (QA) as the core task, covering various formats like single-hop/multi-hop QA and domain-specific scenarios. Additionally, it notes that RAG is expanding into other tasks such as Information Extraction (IE), dialogue generation, and code search. The text concludes by stating that these main downstream tasks and their corresponding datasets are summarized in Table II.", - "chunk_count": 1, - "children": [] - }, - { - "title": "B. Evaluation Target", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/B. Evaluation Target", - "level": 3, - "summary": "This section discusses the historical focus of RAG model assessments on specific downstream tasks and the metrics used for them, such as EM, F1, Accuracy, BLEU, and ROUGE. It introduces the main evaluation objectives: Retrieval Quality (measuring context effectiveness) and Generation Quality (assessing the synthesis of coherent answers).", - "chunk_count": 1, - "children": [] - }, - { - "title": "C. Evaluation Aspects", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/C. Evaluation Aspects", - "level": 3, - "summary": "The section titled 'C. Evaluation Aspects' outlines the primary quality scores and essential abilities used to evaluate RAG models. It details three quality scores: Context Relevance, Answer Faithfulness, and Answer Relevance. Additionally, it describes four required abilities indicative of a model's adaptability and efficiency: Noise Robustness, Negative Rejection, Information Integration, and Counterfactual Robustness.", - "chunk_count": 2, - "children": [] - }, - { - "title": "D. Evaluation Benchmarks and Tools", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VI. TASK AND EVALUATION/D. Evaluation Benchmarks and Tools", - "level": 3, - "summary": "This section discusses benchmark tests and tools proposed for evaluating Retrieval-Augmented Generation (RAG) models. It highlights prominent benchmarks such as RGB, RECALL, and CRUD, which focus on appraising essential RAG abilities. Additionally, it mentions state-of-the-art automated tools like RAGAS, ARES, and TruLens that employ Large Language Models (LLMs) to adjudicate quality scores.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "VII. DISCUSSION AND FUTURE PROSPECTS", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS", - "level": 2, - "summary": "", - "chunk_count": 6, - "children": [ - { - "title": "A. RAG vs Long Context", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/A. RAG vs Long Context", - "level": 3, - "summary": "This section discusses the impact of expanding Large Language Model (LLM) contexts, which now exceed 200,000 tokens. It explores whether Retrieval-Augmented Generation (RAG) remains necessary when LLMs can ingest entire documents directly. The text contrasts RAG with long-context approaches, noting that while long context improves efficiency and allows for complex problem solving, RAG offers benefits like faster inference speed, operational efficiency through chunked retrieval, and verifiable references. The section concludes by identifying the development of new RAG methods for super-long contexts as a future research trend.", - "chunk_count": 1, - "children": [] - }, - { - "title": "B. RAG Robustness", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/B. RAG Robustness", - "level": 3, - "summary": "The section 'B. RAG Robustness' discusses the impact of noise or contradictory information on Retrieval-Augmented Generation (RAG) output quality, a problem described as 'Misinformation can be worse than no information at all'. It highlights that improving resistance to such adversarial inputs is a key performance metric. The text cites research by Cuconasu et al. [54], which found that including irrelevant documents can unexpectedly increase accuracy by over 30%, contradicting initial assumptions about reduced quality. This underscores the need for specialized strategies to integrate retrieval with language generation models.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C. Hybrid Approaches", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/C. Hybrid Approaches", - "level": 3, - "summary": "The section titled 'C. Hybrid Approaches' discusses the emerging strategy of combining Retrieval-Augmented Generation (RAG) with fine-tuning. It highlights the importance of determining the optimal integration method, whether sequential, alternating, or through end-to-end joint training, to effectively harness both parameterized and non-parameterized knowledge.", - "chunk_count": 1, - "children": [] - }, - { - "title": "D. Scaling laws of RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/D. Scaling laws of RAG", - "level": 3, - "summary": "This section discusses the scaling laws of RAG (Retrieval-Augmented Generation) models. It notes that while scaling laws are established for LLMs, their applicability to RAG remains uncertain. The text highlights that initial studies like RETRO++ have begun addressing this, but parameter counts in RAG models still lag behind those of LLMs. It also mentions the intriguing possibility of an Inverse Scaling Law, where smaller models might outperform larger ones.", - "chunk_count": 1, - "children": [] - }, - { - "title": "E. Production-Ready RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/E. Production-Ready RAG", - "level": 3, - "summary": "This section discusses the practicality and engineering requirements of production-ready RAG systems. It highlights key challenges such as enhancing retrieval efficiency, improving document recall in large knowledge bases, and ensuring data security to prevent inadvertent disclosure. The text also notes that the RAG ecosystem is significantly influenced by technical stack advancements, mentioning popular tools like LangChain and LlamaIndex, low-code platforms like Flowise AI, and services from traditional vendors like Weaviate's Verba and Amazon's Kendra. Finally, it identifies a trend towards specialization in RAG technology, focusing on customization and simplification.", - "chunk_count": 1, - "children": [] - }, - { - "title": "F. Multi-modal RAG", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VII. DISCUSSION AND FUTURE PROSPECTS/F. Multi-modal RAG", - "level": 3, - "summary": "Section F discusses the expansion of Retrieval-Augmented Generation (RAG) beyond text-based tasks to include multimodal data. It details specific models and methods for handling images, audio, and video. For images, it mentions RA-CM3, BLIP-2, and the 'Visualize Before You Write' method. For audio and video, it describes the GSS method, UEOP, KNN-based attention fusion, Vid2Seq, RBPS, and the CoK method.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "VIII. CONCLUSION", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/VIII. CONCLUSION", - "level": 2, - "summary": "The conclusion summarizes the paper's emphasis on RAG's advancement in enhancing LLM capabilities by integrating parameterized knowledge with external data. It outlines three developmental paradigms (Naive, Advanced, and Modular RAG) and highlights technical integrations like fine-tuning. The section concludes by noting RAG's expanding scope into multimodal domains such as images, videos, and code, underscoring its practical implications for AI deployment.", - "chunk_count": 1, - "children": [] - }, - { - "title": "REFERENCES", - "path": "Retrieval-Augmented Generation for Large Language Models: A Survey.pdf/Root/REFERENCES", - "level": 2, - "summary": "This section is a comprehensive bibliography of academic papers and technical reports related to Retrieval-Augmented Generation (RAG) and large language models. The references cover topics such as retrieval methods, hallucination mitigation, evaluation benchmarks, and specific model architectures. The list includes publications from major conferences like NeurIPS, ACL, EMNLP, and ICSE, as well as arXiv preprints.", - "chunk_count": 5, - "children": [] - } - ] - } - ], - "resources": { - "images": [ - { - "path": "images/image_page_2_figure_1.png", - "summary": "Fig. 1. Technology tree of RAG research. [images/image_page_2_figure_1.png]" - }, - { - "path": "images/image_page_3_figure_1.png", - "summary": "Fig. 2 [images/image_page_3_figure_1.png]" - }, - { - "path": "images/image_page_4_figure_1.png", - "summary": "Fig. 3. Comparison between the three paradigms of RAG. [images/image_page_4_figure_1.png]" - }, - { - "path": "images/image_page_7_figure_1.png", - "summary": "Fig. 4 [images/image_page_7_figure_1.png]" - }, - { - "path": "images/image_page_11_figure_1.png", - "summary": "Fig. 5 [images/image_page_11_figure_1.png]" - }, - { - "path": "images/image_page_16_figure_1.png", - "summary": "Summary of RAG ecosystem [images/image_page_16_figure_1.png]" - } - ], - "tables": [] - } -} diff --git a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_11_figure_1.png b/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_11_figure_1.png deleted file mode 100644 index f016c1440..000000000 Binary files a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_11_figure_1.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_16_figure_1.png b/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_16_figure_1.png deleted file mode 100644 index d171fb5f9..000000000 Binary files a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_16_figure_1.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_2_figure_1.png b/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_2_figure_1.png deleted file mode 100644 index 2a0f5ec98..000000000 Binary files a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_2_figure_1.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_3_figure_1.png b/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_3_figure_1.png deleted file mode 100644 index a81d8ee76..000000000 Binary files a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_3_figure_1.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_4_figure_1.png b/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_4_figure_1.png deleted file mode 100644 index 9c3e00c13..000000000 Binary files a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_4_figure_1.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_7_figure_1.png b/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_7_figure_1.png deleted file mode 100644 index e3a034aa3..000000000 Binary files a/apps/api/app/data/demo_documents/research-rag-survey/images/image_page_7_figure_1.png and /dev/null differ diff --git a/apps/api/app/data/demo_documents/research-rag-survey/manifest.json b/apps/api/app/data/demo_documents/research-rag-survey/manifest.json deleted file mode 100644 index 6a1f95424..000000000 --- a/apps/api/app/data/demo_documents/research-rag-survey/manifest.json +++ /dev/null @@ -1,291 +0,0 @@ -{ - 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INTRODUCTION": {}, - "II. OVERVIEW OF RAG": { - "A. Naive RAG": {}, - "B. Advanced RAG": {}, - "C. Modular RAG": {}, - "D. RAG vs Fine-tuning": {} - }, - "III. RETRIEVAL": { - "A. Retrieval Source": { - "TABLE I": {}, - "SUMMARY OF RAG METHODS": {} - }, - "B. Indexing Optimization": {}, - "C. Query Optimization": {}, - "D. Embedding": {}, - "E. Adapter": {} - }, - "IV. GENERATION": { - "A. Context Curation": {}, - "B. LLM Fine-tuning": {} - }, - "V. AUGMENTATION PROCESS IN RAG": { - "A. Iterative Retrieval": {}, - "B. Recursive Retrieval": {}, - "C. Adaptive Retrieval": {} - }, - "VI. TASK AND EVALUATION": { - "A. Downstream Task": {}, - "B. Evaluation Target": {}, - "C. Evaluation Aspects": {}, - "D. Evaluation Benchmarks and Tools": {} - }, - "VII. DISCUSSION AND FUTURE PROSPECTS": { - "A. RAG vs Long Context": {}, - "B. RAG Robustness": {}, - "C. Hybrid Approaches": {}, - "D. Scaling laws of RAG": {}, - "E. Production-Ready RAG": {}, - "F. Multi-modal RAG": {} - }, - "VIII. 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"asset_a22412e2-f71d-53e8-89f9-b4459f266dc6", - "type": "image", - "content": "An exemplary prompt P(x) used to generate API calls for the question answering tool.\n[images/image_page_3_figure_1.png]", - "path": "images/image_page_3_figure_1.png", - "metadata": { - "length": 119, - "summary": "", - "page_nums": [ - 3 - ], - "file_path": "images/image_page_3_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_194baf47-eacf-50fd-bc26-49bd50f75db0", - "type": "image", - "content": "Figure 4: Average performance on LAMA, our math benchmarks and our QA benchmarks for GPT-2 models of different sizes and GPT-J finetuned with our approach, both with and without API calls.\n[images/image_page_9_figure_1.png]", - "path": "images/image_page_9_figure_1.png", - "metadata": { - "length": 223, - "summary": "", - "page_nums": [ - 9 - ], - "file_path": "images/image_page_9_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_68be5006-73df-5a58-8636-707711d572ac", - "type": "table", - "content": "tables/table_page_9_2.html", - "path": "tables/table_page_9_2.html", - "metadata": { - "length": 26, - "summary": "", - "page_nums": [ - 9 - ], - "file_path": "tables/table_page_9_2.html", - "keywords": [], - "tokens": [], - "connect_to": [] - } - }, - { - "chunk_id": "node_0bd66d9f-c8e0-5e99-8f56-899ba181adc8", - "type": "page", - "content": "Toolformer: Language Models Can Teach Themselves to Use Tools\nTimo Schick\nJane Dwivedi-Yu\nRoberto Dessì†\nRoberta Raileanu\nMaria Lomeli\nLuke Zettlemoyer\nNicola Cancedda\nThomas Scialom\nMeta AI Research †Universitat Pompeu Fabra\nAbstract\nLanguage models (LMs) exhibit remarkable\nabilities to solve new tasks from just a few\nexamples or textual instructions, especially at\nscale. They also, paradoxically, struggle with\nbasic functionality, such as arithmetic or fac-\ntual lookup, where much simpler and smaller\nmodels excel.\nIn this paper, we show that\nLMs can teach themselves to use external tools\nvia simple APIs and achieve the best of both\nworlds.\nWe introduce Toolformer, a model\ntrained to decide which APIs to call, when to\ncall them, what arguments to pass, and how to\nbest incorporate the results into future token\nprediction. This is done in a self-supervised\nway, requiring nothing more than a handful of\ndemonstrations for each API. We incorporate\na range of tools, including a calculator, a Q&A\nsystem, a search engine, a translation system,\nand a calendar. Toolformer achieves substan-\ntially improved zero-shot performance across\na variety of downstream tasks, often competi-\ntive with much larger models, without sacrific-\ning its core language modeling abilities.\n1\nIntroduction\nLarge language models achieve impressive zero-\nand few-shot results on a variety of natural lan-\nguage processing tasks (Brown et al., 2020; Chowd-\nhery et al., 2022, i.a.) and show several emergent\ncapabilities (Wei et al., 2022). However, all of\nthese models have several inherent limitations that\ncan at best be partially addressed by further scal-\ning. These limitations include an inability to access\nup-to-date information on recent events (Komeili\net al., 2022) and the related tendency to hallucinate\nfacts (Maynez et al., 2020; Ji et al., 2022), difficul-\nties in understanding low-resource languages (Lin\net al., 2021), a lack of mathematical skills to per-\nform precise calculations (Patel et al., 2021) and an\nunawareness of the progression of time (Dhingra\net al., 2022).\nThe New England Journal of Medicine is a registered \ntrademark of [QA(“Who is the publisher of The New \nEngland Journal of Medicine?”) → Massachusetts \nMedical Society] the MMS.\nOut of 1400 participants, 400 (or [Calculator(400 / 1400) \n→ 0.29] 29%) passed the test. \nThe name derives from “la tortuga”, the Spanish word for \n[MT(“tortuga”) → turtle] turtle.\nThe Brown Act is California’s law [WikiSearch(“Brown \nAct”) → The Ralph M. Brown Act is an act of the \nCalifornia State Legislature that guarantees the public's \nright to attend and participate in meetings of local \nlegislative bodies.] that requires legislative bodies, like \ncity councils, to hold their meetings open to the public.\nFigure 1: Exemplary predictions of Toolformer. The\nmodel autonomously decides to call different APIs\n(from top to bottom: a question answering system,\na calculator, a machine translation system, and a\nWikipedia search engine) to obtain information that is\nuseful for completing a piece of text.\nA simple way to overcome these limitations of\ntoday’s language models is to give them the abil-\nity to use external tools such as search engines,\ncalculators, or calendars. However, existing ap-\nproaches either rely on large amounts of human\nannotations (Komeili et al., 2022; Thoppilan et al.,\n2022) or limit tool use to task-specific settings only\n(e.g., Gao et al., 2022; Parisi et al., 2022), hinder-\ning a more widespread adoption of tool use in LMs.\nTherefore, we propose Toolformer, a model that\nlearns to use tools in a novel way, which fulfills the\nfollowing desiderata:\n• The use of tools should be learned in a\nself-supervised way without requiring large\namounts of human annotations. This is impor-\narXiv:2302.04761v1 [cs.CL] 9 Feb 2023", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Abstract", - "metadata": { - "length": 3814, - "summary": "The abstract introduces Toolformer, a model trained to decide which APIs to call and how to incorporate their results into future token prediction. It is trained in a self-supervised way using only a handful of demonstrations per API. The model incorporates tools such as a calculator, Q&A system, search engine, translation system, and calendar, achieving substantially improved zero-shot performance across various downstream tasks.", - "page_nums": [ - 1 - ], - "keywords": [ - "Toolformer", - "Meta AI Research" - ], - "connect_to": [ - { - "target": "asset_a57ea806-1513-572e-8417-f97247057849", - "relation": "embeds", - "ref": "[images/image_page_1_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_5aa54c2a-d0de-5cf2-b37b-60ddab4bb0dc", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Abstract p1]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/1 Introduction", - "metadata": { - "length": 92, - "summary": "The Introduction section outlines the limitations of current large language models, such as their inability to access up-to-date information, tendency to hallucinate facts, and lack of mathematical skills. It proposes 'Toolformer', a model that learns to use external tools like search engines and calculators in a self-supervised manner without requiring extensive human annotations.", - "page_nums": [ - 1 - ], - "keywords": [ - "Brown et al., 2020", - "Chowdhery et al., 2022", - "Wei et al., 2022", - "Komeili et al., 2022", - "Maynez et al., 2020", - "Ji et al., 2022", - "Lin et al., 2021", - "Patel et al., 2021", - "Dhingra et al., 2022" - ], - "connect_to": [ - { - "target": "asset_a57ea806-1513-572e-8417-f97247057849", - "relation": "related", - "ref": "[images/image_page_1_figure_1.png]", - "same_as_owner": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Abstract" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_03cdb0ef-34e3-5f2e-90d9-50452629d6e2", - "type": "page", - "content": "x1:i-1 = Pittsburgh is \n also known as\n xi:n = the Steel City\nx* = Pittsburgh is \n also known as\n [QA(What …? \n → Steel City)] \n the Steel City.\nci\n1 = What other name is \n Pittsburgh known by?\nci\n2 = Which country is\n Pittsburgh in?\nri\n1 = Steel City \nri\n2 = United States\nLi(ci\n1 → Steel City)\n < min(Li(ci\n1 → ε), Li(ε))\nLi(ci\n2 → United States)\n > min(Li(ci\n2 → ε), Li(ε))\n1 \nSample API Calls\n2 \nExecute API Calls\n3 \nFilter API Calls\nLM Dataset\nLM Dataset \nwith API Calls\nFigure 2: Key steps in our approach, illustrated for a question answering tool: Given an input text x, we first\nsample a position i and corresponding API call candidates c1\ni , c2\ni , . . . , ck\ni . We then execute these API calls and\nfilter out all calls which do not reduce the loss Li over the next tokens. All remaining API calls are interleaved\nwith the original text, resulting in a new text x∗.\ntant not only because of the costs associated\nwith such annotations, but also because what\nhumans find useful may be different from\nwhat a model finds useful.\n• The LM should not lose any of its generality\nand should be able to decide for itself when\nand how to use which tool. In contrast to\nexisting approaches, this enables a much more\ncomprehensive use of tools that is not tied to\nspecific tasks.\nOur approach for achieving these goals is based\non the recent idea of using large LMs with in-\ncontext learning (Brown et al., 2020) to generate\nentire datasets from scratch (Schick and Schütze,\n2021b; Honovich et al., 2022; Wang et al., 2022):\nGiven just a handful of human-written examples\nof how an API can be used, we let a LM annotate\na huge language modeling dataset with potential\nAPI calls. We then use a self-supervised loss to\ndetermine which of these API calls actually help\nthe model in predicting future tokens. Finally, we\nfinetune the LM itself on the API calls that it con-\nsiders useful. As illustrated in Figure 1, through\nthis simple approach, LMs can learn to control a va-\nriety of tools, and to choose for themselves which\ntool to use when and how.\nAs our approach is agnostic of the dataset be-\ning used, we can apply it to the exact same dataset\nthat was used to pretrain a model in the first place.\nThis ensures that the model does not lose any\nof its generality and language modeling abilities.\nWe conduct experiments on a variety of differ-\nent downstream tasks, demonstrating that after\nlearning to use tools, Toolformer, which is based\non a pretrained GPT-J model (Wang and Komat-\nsuzaki, 2021) with 6.7B parameters, achieves much\nstronger zero-shot results, clearly outperforming a\nmuch larger GPT-3 model (Brown et al., 2020) and\nseveral other baselines on various tasks.\n2\nApproach\nOur aim is to equip a language model M with the\nability to use different tools by means of API calls.\nWe require that inputs and outputs for each API\ncan be represented as text sequences. This allows\nseamless insertion of API calls into any given text,\nusing special tokens to mark the start and end of\neach such call.\nWe represent each API call as a tuple c = (ac, ic)\nwhere ac is the name of the API and ic is the cor-\nresponding input. Given an API call c with a cor-\nresponding result r, we denote the linearized se-\nquences of the API call not including and including\nits result, respectively, as:\ne(c) = ac(ic) \ne(c, r) = ac(ic) →r \nwhere “”, “” and “→” are special\ntokens.1 Some examples of linearized API calls\ninserted into text sequences are shown in Figure 1.\nGiven a dataset C = {x1, . . . , x|C|} of plain\ntexts, we first convert this dataset into a dataset\nC∗augmented with API calls. This is done in three\nsteps, illustrated in Figure 2: First, we exploit the\nin-context learning ability of M to sample a large\nnumber of potential API calls. We then execute\nthese API calls and finally check whether the ob-\ntained responses are helpful for predicting future\ntokens; this is used as a filtering criterion. After\nfiltering, we merge API calls for different tools,\nresulting in the augmented dataset C∗, and finetune\n1In practice, we use the token sequences “ [”, “]” and\n“->” to represent “”, “” and “→”, respec-\ntively. This enables our approach to work without modifying\nthe existing LM’s vocabulary. For reasons of readability, we\nstill refer to them as “”, “” and “→” through-\nout this section.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach", - "metadata": { - "length": 4408, - "summary": "The page presents a method for equipping language models with tool-use capabilities via API calls. It details an approach using in-context learning to generate datasets of potential API calls, which are then filtered based on their utility for predicting future tokens. The text includes Figure 2, illustrating the three-step process: sampling API calls, executing them, and filtering them. It also references prior work such as Toolformer (Wang and Komatsuzaki, 2021) and GPT-3 (Brown et al., 2020).", - "page_nums": [ - 2 - ], - "keywords": [ - "Pittsburgh", - "Steel City", - "United States", - "Toolformer", - "GPT-J", - "GPT-3" - ], - "connect_to": [ - { - "target": "asset_09c69238-408d-5906-b7b8-3e14c8d5271e", - "relation": "embeds", - "ref": "[images/image_page_2_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_cad20b8d-96e8-5fcb-a030-b672992ed358", - "type": "page", - "content": "Your task is to add calls to a Question Answering API to a \npiece of text. The questions should help you get \ninformation required to complete the text. You can call the \nAPI by writing \"[QA(question)]\" where \"question\" is the \nquestion you want to ask. Here are some examples of API \ncalls:\nInput: Joe Biden was born in Scranton, Pennsylvania.\nOutput: Joe Biden was born in [QA(\"Where was Joe \nBiden born?\")] Scranton, [QA(\"In which state is \nScranton?\")] Pennsylvania.\nInput: Coca-Cola, or Coke, is a carbonated soft drink \nmanufactured by the Coca-Cola Company.\nOutput: Coca-Cola, or [QA(\"What other name is \nCoca-Cola known by?\")] Coke, is a carbonated soft drink \nmanufactured by [QA(\"Who manufactures Coca-Cola?\")] \nthe Coca-Cola Company.\nInput: x\nOutput:\nFigure 3: An exemplary prompt P(x) used to generate\nAPI calls for the question answering tool.\nM itself on this dataset. Each of these steps is\ndescribed in more detail below.\nSampling API Calls\nFor each API, we write a\nprompt P(x) that encourages the LM to anno-\ntate an example x = x1, . . . , xn with API calls.\nAn example of such a prompt for a question an-\nswering tool is shown in Figure 3; all prompts\nused are shown in Appendix A.2. Let pM(zn+1 |\nz1, . . . , zn) be the probability that M assigns to\ntoken zn+1 as a continuation for the sequence\nz1, . . . , zn. We first sample up to k candidate posi-\ntions for doing API calls by computing, for each\ni ∈{1, . . . , n}, the probability\npi = pM( | P(x), x1:i−1)\nthat M assigns to starting an API call at position\ni. Given a sampling threshold τs, we keep all po-\nsitions I = {i | pi > τs}; if there are more than k\nsuch positions, we only keep the top k.\nFor each position i ∈I, we then obtain up to m\nAPI calls c1\ni , . . . , cm\ni by sampling from M given the\nsequence [P(x), x1, . . . , xi−1, ] as a prefix\nand as an end-of-sequence token.2\n2We discard all examples where M does not generate the\n token.\nExecuting API Calls\nAs a next step, we execute\nall API calls generated by M to obtain the corre-\nsponding results. How this is done depends entirely\non the API itself – for example, it can involve call-\ning another neural network, executing a Python\nscript or using a retrieval system to perform search\nover a large corpus. The response for each API call\nci needs to be a single text sequence ri.\nFiltering API Calls\nLet i be the position of the\nAPI call ci in the sequence x = x1, . . . , xn, and let\nri be the response from the API. Further, given a\nsequence (wi | i ∈N) of weights, let\nLi(z) = −\nn\nX\nj=i\nwj−i · log pM(xj | z, x1:j−1)\nbe the weighted cross entropy loss for M over the\ntokens xi, . . . , xn if the model is prefixed with z.\nWe compare two different instantiations of this loss:\nL+\ni = Li(e(ci, ri))\nL−\ni = min (Li(ε), Li(e(ci, ε)))\nwhere ε denotes an empty sequence. The former is\nthe weighted loss over all tokens xi, . . . , xn if the\nAPI call and its result are given to M as a prefix;3\nthe latter is the minimum of the losses obtained\nfrom (i) doing no API call at all and (ii) doing an\nAPI call, but not providing the response. Intuitively,\nan API call is helpful to M if providing it with both\nthe input and the output of this call makes it easier\nfor the model to predict future tokens, compared to\nnot receiving the API call at all, or receiving only\nits input. Given a filtering threshold τf, we thus\nonly keep API calls for which\nL−\ni −L+\ni ≥τf\nholds, i.e., adding the API call and its result reduces\nthe loss by at least τf, compared to not doing any\nAPI call or obtaining no result from it.\nModel Finetuning\nAfter sampling and filtering\ncalls for all APIs, we finally merge the remaining\nAPI calls and interleave them with the original\ninputs. That is, for an input text x = x1, . . . , xn\nwith a corresponding API call and result (ci, ri) at\nposition i, we construct the new sequence x∗=\n3We provide e(ci, ri) as a prefix instead of inserting it at\nposition i because M is not yet finetuned on any examples\ncontaining API calls, so inserting it in the middle of x would\ninterrupt the flow and not align with patterns in the pretraining\ncorpus, thus hurting perplexity.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls", - "metadata": { - "length": 4137, - "summary": "The section describes the process of sampling API calls for a Question Answering task. It involves writing a prompt P(x) to encourage a Language Model (LM) to annotate text with API calls. The method calculates the probability p_i of starting an API call at each position i in the sequence. A sampling threshold τ_s is used to filter positions, keeping those where p_i > τ_s. If more than k positions are kept, only the top k are selected. Finally, up to m API calls are sampled for each selected position using the model M.", - "page_nums": [ - 3 - ], - "keywords": [ - "Question Answering", - "Figure 3", - "Appendix A.2" - ], - "connect_to": [ - { - "target": "asset_a22412e2-f71d-53e8-89f9-b4459f266dc6", - "relation": "embeds", - "ref": "[images/image_page_3_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_6d48e8f5-fbaf-5e25-b2f3-952fe17501f9", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls p3]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Executing API Calls", - "metadata": { - "length": 113, - "summary": "This section describes the process of executing API calls generated by a model M. It explains that execution methods vary depending on the specific API, such as calling another neural network, running a Python script, or using a retrieval system. The output for each call must be formatted as a single text sequence.", - "page_nums": [ - 3 - ], - "keywords": [ - "Python" - ], - "connect_to": [ - { - "target": "asset_a22412e2-f71d-53e8-89f9-b4459f266dc6", - "relation": "related", - "ref": "[images/image_page_3_figure_1.png]", - "same_as_owner": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_0595d1d4-2c72-5647-a711-213191d95f3f", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls p3]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Filtering API Calls", - "metadata": { - "length": 113, - "summary": "The section 'Filtering API Calls' describes a method to determine whether an API call is helpful for the model. It defines a weighted cross-entropy loss function and compares two scenarios: one where the API call and its result are provided as a prefix, and another where no API call is made or only the input is provided. The text explains that an API call is considered helpful if providing it reduces the loss by at least a specific threshold (τf).", - "page_nums": [ - 3 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_a22412e2-f71d-53e8-89f9-b4459f266dc6", - "relation": "related", - "ref": "[images/image_page_3_figure_1.png]", - "same_as_owner": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_835fdafc-5bde-5965-95c6-e5eb4fc9764c", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls p3]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Model Finetuning", - "metadata": { - "length": 113, - "summary": "The section describes the final step of the process, which is Model Finetuning. It explains that after sampling and filtering API calls for all APIs, the remaining calls are merged with the original text to create a new training sequence. This involves interleaving the API call and its result into the input text at the specific position where the call was made.", - "page_nums": [ - 3 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_a22412e2-f71d-53e8-89f9-b4459f266dc6", - "relation": "related", - "ref": "[images/image_page_3_figure_1.png]", - "same_as_owner": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls" - } - ], - "page_assets": [ - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_95c2f8ca-16d6-5d09-a7b4-4fa580f9fb3b", - "type": "page", - "content": "x1:i−1, e(ci, ri), xi:n; we proceed analogously for\ntexts with multiple API calls. Doing this for all x ∈\nC results in the new dataset C∗augmented with API\ncalls. We use this new dataset to finetune M, using\na standard language modeling objective. Crucially,\napart from inserted API calls the augmented dataset\nC∗contains the exact same texts as C, the original\ndataset. As a consequence, finetuning M on C∗\nexposes it to the same content as finetuning on C.\nMoreover, as API calls are inserted in exactly those\npositions and with exactly those inputs that help\nM predict future tokens, finetuning on C∗enables\nthe language model to decide when and how to use\nwhich tool, based purely on its own feedback.\nInference\nWhen generating text with M after\nfinetuning with our approach, we perform regular\ndecoding until M produces the “→” token, indicat-\ning that it next expects the response for an API call.\nAt this point, we interrupt the decoding process,\ncall the appropriate API to get a response, and con-\ntinue the decoding process after inserting both the\nresponse and the token.\n3\nTools\nWe explore a variety of tools to address different\nshortcomings of regular LMs. The only constraints\nwe impose on these tools is that (i) both their inputs\nand outputs can be represented as text sequences,\nand (ii) we can obtain a few demonstrations of\ntheir intended use. Concretely, we explore the fol-\nlowing five tools: a question answering system, a\nWikipedia search engine, a calculator, a calendar,\nand a machine translation system. Some examples\nof potential calls and return strings for the APIs\nassociated with each of these tools are shown in\nTable 1. We briefly discuss all tools below; further\ndetails can be found in Appendix A.\nQuestion Answering\nOur first tool is a question\nanswering system based on another LM that can an-\nswer simple factoid questions. Specifically, we use\nAtlas (Izacard et al., 2022), a retrieval-augmented\nLM finetuned on Natural Questions (Kwiatkowski\net al., 2019).\nCalculator\nAs a second tool, we use a calculator\nthat can perform simple numeric calculations; we\nonly support the four basic arithmetic operations.\nResults are always rounded to two decimal places.\nWikipedia Search\nOur third tool is a search en-\ngine that, given a search term, returns short text\nsnippets from Wikipedia. Compared to our ques-\ntion answering tool, this search enables a model\nto get more comprehensive information on a sub-\nject, but requires it to extract the relevant parts by\nitself. As our search engine, we use a BM25 re-\ntriever (Robertson et al., 1995; Baeza-Yates et al.,\n1999) that indexes the Wikipedia dump from KILT\n(Petroni et al., 2021).\nMachine Translation System\nOur fourth tool is\na machine translation system based on a LM that\ncan translate a phrase from any language into En-\nglish. More concretely, we use the 600M parameter\nNLLB (Costa-jussà et al., 2022) as our multilingual\nmachine translation model that works for 200 lan-\nguages (including low-resource ones). The source\nlanguage is automatically detected using the fast-\nText classifier (Joulin et al., 2016), while the target\nlanguage is always set to English.\nCalendar\nOur final tool is a calendar API that,\nwhen queried, returns the current date without tak-\ning any input. This provides temporal context for\npredictions that require some awareness of time.\n4\nExperiments\nWe investigate whether our approach enables a\nmodel to use tools without any further supervision\nand to decide for itself when and how to call which\nof the available tools. To test this, we select a vari-\nety of downstream tasks where we assume at least\none of the considered tools to be useful, and evalu-\nate performance in zero-shot settings (Section 4.2).\nBeyond that, we also ensure that our approach does\nnot hurt the model’s core language modeling abili-\nties; we verify this by looking at perplexity on two\nlanguage modeling datasets (Section 4.3). Finally,\nwe investigate how the ability to learn using tools\nis affected by model size (Section 4.4).\n4.1\nExperimental Setup\nDataset Generation\nThroughout all of our ex-\nperiments, we use a subset of CCNet (Wenzek et al.,\n2020) as our language modeling dataset C and GPT-\nJ (Wang and Komatsuzaki, 2021) as our language\nmodel M. To reduce the computational cost of\nannotating C with API calls, we define heuristics\nfor some APIs to get a subset of C for which API\ncalls are more likely to be helpful than for an av-\nerage text. For example, we only consider texts\nfor the calculator tool if they contain at least three\nnumbers. Details of the heuristics used are given in", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/3 Tools", - "metadata": { - "length": 4589, - "summary": "Section 3 describes five tools used to augment regular language models: a question answering system (Atlas), a calculator, a Wikipedia search engine (BM25), a machine translation system (NLLB), and a calendar API. The section details the specific implementations and constraints for each tool.", - "page_nums": [ - 4 - ], - "keywords": [ - "Atlas", - "Natural Questions", - "Kwiatkowski et al.", - "Wikipedia", - "BM25", - "Robertson et al.", - "Baeza-Yates et al.", - "KILT", - "Petroni et al.", - "NLLB", - "Costa-jussà et al.", - "fastText", - "Joulin et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_551f3321-64b7-5799-b8a4-334923e5ac35", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/3 Tools p4]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/4 Experiments", - "metadata": { - "length": 91, - "summary": "Section 4.1 Experimental Setup describes the dataset generation process for the experiments. It specifies that a subset of CCNet is used as the language modeling dataset (C) and GPT-J is used as the language model (M). To reduce annotation costs, heuristics are defined to select subsets of C where API calls are likely to be helpful.", - "page_nums": [ - 4 - ], - "keywords": [ - "CCNet", - "GPT-J" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_c90a77cd-53f8-5291-8d94-14f3ca28142d", - "type": "page", - "content": "API Name\nExample Input\nExample Output\nQuestion Answering\nWhere was the Knights\nof Columbus founded?\nNew Haven, Connecticut\nWikipedia Search\nFishing Reel Types\nSpin fishing > Spin fishing is distinguished between fly fishing and bait\ncast fishing by the type of rod and reel used. There are two types of reels\nused when spin fishing, the open faced reel and the closed faced reel.\nCalculator\n27 + 4 * 2\n35\nCalendar\nε\nToday is Monday, January 30, 2023.\nMachine Translation\nsûreté nucléaire\nnuclear safety\nTable 1: Examples of inputs and outputs for all APIs used.\nNumber of Examples\nAPI\nτf = 0.5\nτf = 1.0\nτf = 2.0\nQuestion Answering\n51,987\n18,526\n5,135\nWikipedia Search\n207,241\n60,974\n13,944\nCalculator\n3,680\n994\n138\nCalendar\n61,811\n20,587\n3,007\nMachine Translation\n3,156\n1,034\n229\nTable 2: Number of examples with API calls in C∗for\ndifferent values of our filtering threshold τf.\nAppendix A. For obtaining C∗from C, we perform\nall steps described in Section 2 and additionally\nfilter out all examples for which all API calls were\neliminated in the filtering step.4 For the weighting\nfunction, we use\nwt =\n˜wt\nP\ns∈N ˜ws\nwith ˜wt = max(0, 1 −0.2 · t)\nto make sure that API calls happen close to where\nthe information provided by the API is actually\nhelpful for the model. The thresholds τs and τf are\nchosen individually for each tool to ensure a suffi-\nciently larger number of examples; see Appendix A\nfor details. Table 2 shows relevant statistics of our\nfinal dataset augmented with API calls.\nModel Finetuning\nWe finetune M on C∗using\na batch size of 128 and a learning rate of 1 · 10−5\nwith linear warmup for the first 10% of training.\nDetails of our finetuning procedure are given in\nAppendix B.\nBaseline Models\nThroughout the remainder of\nthis section, we mainly compare the following mod-\nels:\n4While this filtering alters the distribution of training exam-\nples, we assume that the remaining examples are close enough\nto the original distribution so that M’s language modeling\nabilities remain unaffected. This assumption is empirically\nvalidated in Section 4.3.\n• GPT-J: A regular GPT-J model without any\nfinetuning.\n• GPT-J + CC: GPT-J finetuned on C, our sub-\nset of CCNet without any API calls.\n• Toolformer: GPT-J finetuned on C∗, our sub-\nset of CCNet augmented with API calls.\n• Toolformer (disabled): The same model as\nToolformer, but API calls are disabled during\ndecoding.5\nFor most tasks, we additionally compare to OPT\n(66B) (Zhang et al., 2022) and GPT-36 (175B)\n(Brown et al., 2020), two models that are about\n10 and 25 times larger than our other baseline mod-\nels, respectively.\n4.2\nDownstream Tasks\nWe evaluate all models on a variety of downstream\ntasks. In all cases, we consider a prompted zero-\nshot setup – i.e., models are instructed to solve\neach task in natural language, but we do not pro-\nvide any in-context examples. This is in contrast\nto prior work on tool use (e.g., Gao et al., 2022;\nParisi et al., 2022), where models are provided\nwith dataset-specific examples of how a tool can be\nused to solve a concrete task. We choose the more\nchallenging zero-shot setup as we are interested\nin seeing whether Toolformer works in precisely\nthose cases where a user does not specify in ad-\nvance which tools should be used in which way for\nsolving a specific problem.\nWe use standard greedy decoding, but with one\nmodification for Toolformer: We let the model start\nan API call not just when is the most likely\n5This is achieved by manually setting the probability of\nthe token to 0.\n6We use the original davinci variant that is not finetuned\non any instructions.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/Baseline Models", - "metadata": { - "length": 3584, - "summary": "The section describes the baseline models used for comparison, including GPT-J (unfinetuned), GPT-J + CC (finetuned on a subset of CCNet without API calls), Toolformer (finetuned on a subset of CCNet augmented with API calls), and Toolformer (disabled) where API calls are disabled during decoding. It also mentions comparisons to larger models OPT (66B) and GPT-3 (175B).", - "page_nums": [ - 5 - ], - "keywords": [ - "GPT-J", - "CCNet", - "Toolformer", - "OPT", - "Zhang et al.", - "GPT-3", - "Brown et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_4fbdcb70-4761-5d00-b9cc-bdb023e8c1db", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/Baseline Models p5]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks", - "metadata": { - "length": 110, - "summary": "Section 4.2 describes the evaluation setup for downstream tasks, focusing on a prompted zero-shot approach where models are instructed to solve tasks in natural language without provided examples. It contrasts this with prior work that uses dataset-specific examples and mentions comparisons against larger baseline models like OPT (66B) and GPT-3 (175B). The section also details the use of standard greedy decoding with a specific modification for Toolformer.", - "page_nums": [ - 5 - ], - "keywords": [ - "OPT", - "GPT-3", - "Toolformer" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_6805b5b0-787b-55ce-b36d-e3164355d152", - "type": "page", - "content": "token, but whenever it is one of the k most likely\ntokens. For k = 1, this corresponds to regular\ngreedy decoding; we instead use k = 10 to in-\ncrease the disposition of our model to make use of\nthe APIs that it has access to. At the same time,\nwe only at most one API call per input to make\nsure the model does not get stuck in a loop where\nit constantly calls APIs without producing any ac-\ntual output. The effect of these modifications is\nexplored in Section 5.\n4.2.1\nLAMA\nWe evaluate our models on the SQuAD, Google-\nRE and T-REx subsets of the LAMA benchmark\n(Petroni et al., 2019). For each of these subsets, the\ntask is to complete a short statement with a miss-\ning fact (e.g., a date or a place). As LAMA was\noriginally designed to evaluate masked language\nmodels (e.g., Devlin et al., 2019), we filter out ex-\namples where the mask token is not the final token,\nso that the remaining examples can be processed\nin a left-to-right fashion. To account for different\ntokenizations and added complexity from not in-\nforming the model that a single word is required,\nwe use a slightly more lenient evaluation criterion\nthan exact match and simply check whether the\ncorrect word is within the first five words predicted\nby the model. As LAMA is based on statements\nobtained directly from Wikipedia, we prevent Tool-\nformer from using the Wikipedia Search API to\navoid giving it an unfair advantage.\nResults for all models can be seen in Table 3.\nAll GPT-J models without tool use achieve similar\nperformance. Crucially, Toolformer clearly outper-\nforms these baseline models, improving upon the\nbest baseline by 11.7, 5.2 and 18.6 points, respec-\ntively. It also clearly outperforms OPT (66B) and\nGPT-3 (175B), despite both models being much\nlarger. This is achieved because the model inde-\npendently decides to ask the question answering\ntool for the required information in almost all cases\n(98.1%); for only very few examples, it uses a dif-\nferent tool (0.7%) or no tool at all (1.2%).\n4.2.2\nMath Datasets\nWe test mathematical reasoning abilities on ASDiv\n(Miao et al., 2020), SVAMP (Patel et al., 2021) and\nthe MAWPS benchmark (Koncel-Kedziorski et al.,\n2016). We again account for the fact that we test\nall models in a zero-shot setup by using a more\nlenient evaluation criterion: As the required output\nis always a number, we simply check for the first\nModel\nSQuAD Google-RE T-REx\nGPT-J\n17.8\n4.9\n31.9\nGPT-J + CC\n19.2\n5.6\n33.2\nToolformer (disabled)\n22.1\n6.3\n34.9\nToolformer\n33.8\n11.5\n53.5\nOPT (66B)\n21.6\n2.9\n30.1\nGPT-3 (175B)\n26.8\n7.0\n39.8\nTable 3: Results on subsets of LAMA. Toolformer uses\nthe question answering tool for most examples, clearly\noutperforming all baselines of the same size and achiev-\ning results competitive with GPT-3 (175B).\nModel\nASDiv\nSVAMP\nMAWPS\nGPT-J\n7.5\n5.2\n9.9\nGPT-J + CC\n9.6\n5.0\n9.3\nToolformer (disabled)\n14.8\n6.3\n15.0\nToolformer\n40.4\n29.4\n44.0\nOPT (66B)\n6.0\n4.9\n7.9\nGPT-3 (175B)\n14.0\n10.0\n19.8\nTable 4:\nResults for various benchmarks requiring\nmathematical reasoning. Toolformer makes use of the\ncalculator tool for most examples, clearly outperform-\ning even OPT (66B) and GPT-3 (175B).\nnumber predicted by the model.7\nTable 4 shows results for all benchmarks. While\nGPT-J and GPT-J + CC perform about the same,\nToolformer achieves stronger results even when\nAPI calls are disabled. We surmise that this is be-\ncause the model is finetuned on many examples\nof API calls and their results, improving its own\nmathematical capabilities. Nonetheless, allowing\nthe model to make API calls more than doubles per-\nformance for all tasks, and also clearly outperforms\nthe much larger OPT and GPT-3 models. This is\nbecause across all benchmarks, for 97.9% of all\nexamples the model decides to ask the calculator\ntool for help.\n4.2.3\nQuestion Answering\nWe look at Web Questions (Berant et al., 2013),\nNatural Questions (Kwiatkowski et al., 2019) and\nTriviaQA (Joshi et al., 2017), the three question an-\nswering datasets considered by Brown et al. (2020).\nFor evaluation, we check whether the first 20 words\npredicted by a model contain the correct answer\ninstead of requiring an exact match. For Tool-\nformer, we disable the question answering tool as\n7An exception to this is if the model’s prediction contains\nan equation (e.g., “The correct answer is 5+3=8”), in which\ncase we consider the first number after the “=” sign to be its\nprediction.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.1 LAMA", - "metadata": { - "length": 4370, - "summary": "Section 4.2.1 evaluates the Toolformer model on the LAMA benchmark, specifically using the SQuAD, Google-RE, and T-REx subsets to test fact completion tasks. The text explains that examples were filtered to ensure the mask token is the final token and that the Wikipedia Search API was disabled for Toolformer to prevent unfair advantages. Table 3 presents results showing that Toolformer significantly outperforms baseline models like GPT-J and larger models like OPT (66B) and GPT-3 (175B), achieving competitive scores with GPT-3 (175B). The section attributes this success to the model's ability to independently decide to use a question answering tool in almost all cases.", - "page_nums": [ - 6 - ], - "keywords": [ - "LAMA", - "SQuAD", - "Google-RE", - "T-REx", - "Petroni et al.", - "Devlin et al.", - "Toolformer", - "Wikipedia", - "Table 3", - "GPT-J", - "OPT", - "GPT-3" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_f37ea67a-2586-565f-9dd1-8f05e2f959cb", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.1 LAMA p6]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.2 Math Datasets", - "metadata": { - "length": 126, - "summary": "Section 4.2.2 Math Datasets evaluates the mathematical reasoning abilities of models on three benchmarks: ASDiv, SVAMP, and MAWPS. The section describes a zero-shot evaluation setup using a lenient criterion where the model's prediction is checked for containing the first number after an equals sign. Table 4 presents results showing that Toolformer significantly outperforms baseline models (GPT-J, OPT, GPT-3) by leveraging a calculator tool in 97.9% of cases.", - "page_nums": [ - 6 - ], - "keywords": [ - "ASDiv", - "SVAMP", - "MAWPS" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_0b92535b-5eb5-59d5-8c6c-533d701c83a0", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.1 LAMA p6]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.3 Question Answering", - "metadata": { - "length": 126, - "summary": "Section 4.2.3 introduces the evaluation of question answering capabilities using three datasets: Web Questions, Natural Questions, and TriviaQA. The section specifies that for evaluation, the system checks if the correct answer is contained within the first 20 words predicted by the model rather than requiring an exact match. Additionally, it notes that for the Toolformer model, the question answering tool is disabled during this specific evaluation.", - "page_nums": [ - 6 - ], - "keywords": [ - "Web Questions", - "Natural Questions", - "TriviaQA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_d5dfa098-7682-5d55-bb6d-610b92060865", - "type": "page", - "content": "Model\nWebQS\nNQ\nTriviaQA\nGPT-J\n18.5\n12.8\n43.9\nGPT-J + CC\n18.4\n12.2\n45.6\nToolformer (disabled)\n18.9\n12.6\n46.7\nToolformer\n26.3\n17.7\n48.8\nOPT (66B)\n18.6\n11.4\n45.7\nGPT-3 (175B)\n29.0\n22.6\n65.9\nTable 5: Results for various question answering dataset.\nUsing the Wikipedia search tool for most examples,\nToolformer clearly outperforms baselines of the same\nsize, but falls short of GPT-3 (175B).\nthis would make solving the tasks trivial, especially\ngiven that the underlying QA system was finetuned\non Natural Questions.\nResults are shown in Table 5.\nOnce again,\nToolformer clearly outperforms all other models\nbased on GPT-J, this time mostly relying on the\nWikipedia search API (99.3%) to find relevant in-\nformation. However, Toolformer still lags behind\nthe much larger GPT-3 (175B) model. This is likely\ndue to both the simplicity of our search engine (in\nmany cases, it returns results that are clearly not\na good match for a given query) and the inability\nof Toolformer to interact with it, e.g., by refor-\nmulating its query if results are not helpful or by\nbrowsing through multiple of the top results. We\nbelieve that adding this functionality is an exciting\ndirection for future work.\n4.2.4\nMultilingual Question Answering\nWe evaluate Toolformer and all baseline models\non MLQA (Lewis et al., 2019), a multilingual\nquestion-answering benchmark. A context para-\ngraph for each question is provided in English,\nwhile the question can be in Arabic, German, Span-\nish, Hindi, Vietnamese, or Simplified Chinese. In\norder to solve the task, the model needs to be able\nto understand both the paragraph and the question,\nso it may benefit from translating the question into\nEnglish. Our evaluation metric is the percentage of\ntimes the model’s generation, capped at 10 words,\ncontains the correct answer.\nResults are shown in Table 6. Using API calls\nconsistently improves Toolformer’s performance\nfor all languages, suggesting that it has learned to\nmake use of the machine translation tool. Depend-\ning on the language, this tool is used for 63.8%\nto 94.9% of all examples; the only exception to\nthis is Hindi, for which the machine translation\ntool is used in only 7.3% of cases. However, Tool-\nModel\nEs\nDe\nHi\nVi\nZh\nAr\nGPT-J\n15.2 16.5\n1.3\n8.2 18.2\n8.2\nGPT-J + CC\n15.7 14.9\n0.5\n8.3 13.7\n4.6\nToolformer (disabled)\n19.8 11.9\n1.2 10.1 15.0\n3.1\nToolformer\n20.6 13.5\n1.4 10.6 16.8\n3.7\nOPT (66B)\n0.3\n0.1\n1.1\n0.2\n0.7\n0.1\nGPT-3 (175B)\n3.4\n1.1\n0.1\n1.7 17.7\n0.1\nGPT-J (All En)\n24.3 27.0 23.9 23.3 23.1 23.6\nGPT-3 (All En)\n24.7 27.2 26.1 24.9 23.6 24.0\nTable 6: Results on MLQA for Spanish (Es), German\n(De), Hindi (Hi), Vietnamese (Vi), Chinese (Zh) and\nArabic (Ar). While using the machine translation tool\nto translate questions is helpful across all languages,\nfurther pretraining on CCNet deteriorates performance;\nconsequently, Toolformer does not consistently outper-\nform GPT-J. The final two rows correspond to models\nthat are given contexts and questions in English.\nformer does not consistently outperform vanilla\nGPT-J. This is mainly because for some languages,\nfinetuning on CCNet deteriorates performance; this\nmight be due to a distribution shift compared to\nGPT-J’s original pretraining data.\nOPT and GPT-3 perform surprisingly weak\nacross all languages, mostly because they fail to\nprovide an answer in English despite being in-\nstructed to do so. A potential reason for GPT-J not\nsuffering from this problem is that it was trained on\nmore multilingual data than both OPT and GPT-3,\nincluding the EuroParl corpus (Koehn, 2005; Gao\net al., 2020). As an upper bound, we also evaluate\nGPT-J and GPT-3 on a variant of MLQA where\nboth the context and the question are provided in\nEnglish. In this setup, GPT-3 performs better than\nall other models, supporting our hypothesis that\nits subpar performance on MLQA is due to the\nmultilingual aspect of the task.\n4.2.5\nTemporal Datasets\nTo investigate the calendar API’s utility, we eval-\nuate all models on TEMPLAMA (Dhingra et al.,\n2022) and a new dataset that we call DATESET.\nTEMPLAMA is a dataset built from Wikidata that\ncontains cloze queries about facts that change with\ntime (e.g., “Cristiano Ronaldo plays for ___”)\nas well as the correct answer for the years be-\ntween 2010 and 2020. DATESET, described in\nAppendix D, is also generated through a series\nof templates, but populated using a combination\nof random dates/durations (e.g., “What day of the\nweek was it 30 days ago?”). Critically, knowing the\ncurrent date is required to answer these questions.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.4 Multilingual Question Answering", - "metadata": { - "length": 4503, - "summary": "Section 4.2.4 evaluates Toolformer and baseline models on the MLQA multilingual question-answering benchmark, where context is in English but questions are in Arabic, German, Spanish, Hindi, Vietnamese, or Simplified Chinese. Results (Table 6) show that using a machine translation API consistently improves performance across languages, with Toolformer outperforming GPT-J baselines in most cases except for some languages where finetuning on CCNet causes deterioration. OPT and GPT-3 perform poorly due to lack of multilingual training data.", - "page_nums": [ - 7 - ], - "keywords": [ - "Toolformer", - "MLQA", - "Lewis et al.", - "GPT-J", - "CCNet", - "OPT", - "GPT-3", - "EuroParl corpus", - "Koehn", - "Gao et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_61abf750-1842-5bcd-8087-82409f8c5f8d", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.4 Multilingual Question Answering p7]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.5 Temporal Datasets", - "metadata": { - "length": 153, - "summary": "Section 4.2.5 Temporal Datasets introduces the evaluation of models on temporal datasets to investigate the utility of a calendar API. It describes two datasets: TEMPLAMA, which contains cloze queries about facts that change over time (e.g., 'Cristiano Ronaldo plays for ___') based on Wikidata for years between 2010 and 2020; and DATESET, a new dataset generated using templates with random dates/durations (e.g., 'What day of the week was it 30 days ago?'). Both require knowledge of the current date to answer correctly.", - "page_nums": [ - 7 - ], - "keywords": [ - "TEMPLAMA", - "DATESET", - "Wikidata", - "Cristiano Ronaldo" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_9dd0f12b-a007-50d2-b5fe-eaa7602d2232", - "type": "page", - "content": "Model\nTEMPLAMA\nDATESET\nGPT-J\n13.7\n3.9\nGPT-J + CC\n12.9\n2.9\nToolformer (disabled)\n12.7\n5.9\nToolformer\n16.3\n27.3\nOPT (66B)\n14.5\n1.3\nGPT-3 (175B)\n15.5\n0.8\nTable 7: Results for the temporal datasets. Toolformer\noutperforms all baselines, but does not make use of the\ncalendar tool for TEMPLAMA.\nFor both tasks, we use the same evaluation as for\nthe original LAMA dataset.\nResults shown in Table 7 illustrate that Tool-\nformer outperforms all baselines for both TEM-\nPLAMA and DATESET. However, closer inspec-\ntion shows that improvements on TEMPLAMA\ncan not be attributed to the calendar tool, which is\nonly used for 0.2% of all examples, but mostly to\nthe Wikipedia search and question answering tools,\nwhich Toolformer calls the most. This makes sense\ngiven that named entities in TEMPLAMA are often\nso specific and rare that even knowing the exact\ndate alone would be of little help. The best course\nof action for this dataset – first querying the calen-\ndar API to get the current date, and then querying\nthe question answering system with this date – is\nnot only prohibited by our restriction of using at\nmost one API call per example, but also hard to\nlearn for Toolformer given that all API calls in its\ntraining data are sampled independently.\nFor DATESET, on the other hand, the consider-\nable improvement of Toolformer compared to other\nmodels can be fully accredited to the calendar tool,\nwhich it makes use of for 54.8% of all examples.\n4.3\nLanguage Modeling\nIn addition to verifying improved performance on\nvarious downstream tasks, we also want to ensure\nthat language modeling performance of Toolformer\ndoes not degrade through our finetuning with API\ncalls.\nTo this end, we evaluate our models on\ntwo language modeling datasets: WikiText (Mer-\nity et al., 2017) and a subset of 10,000 randomly\nselected documents from CCNet (Wenzek et al.,\n2020) that were not used during training. Perplex-\nities of various models are shown in Table 8. As\none would expect, finetuning on CCNet leads to\nslightly improved performance on a different CC-\nNet subset, but it slightly deteriorates performance\non WikiText, presumably because the original pre-\nModel\nWikiText\nCCNet\nGPT-J\n9.9\n10.6\nGPT-J + CC\n10.3\n10.5\nToolformer (disabled)\n10.3\n10.5\nTable 8: Perplexities of different models on WikiText\nand our validation subset of CCNet. Adding API calls\ncomes without a cost in terms of perplexity for lan-\nguage modeling without any API calls.\ntraining data for GPT-J is more similar to Wiki-\nText than our randomly selected subset of CCNet.\nMost importantly, however, training on C∗(our\ndataset annotated with API calls) does not lead to\nan increase in perplexity compared to training on\nC when API calls are disabled at inference time.8\n4.4\nScaling Laws\nWe investigate how the ability to ask external tools\nfor help affects performance as we vary the size\nof our LM. To this end, we apply our approach\nnot just to GPT-J, but also to four smaller mod-\nels from the GPT-2 family (Radford et al., 2019),\nwith 124M, 355M, 775M and 1.6B parameters, re-\nspectively. We do so using only a subset of three\ntools: the question answering system, the calcula-\ntor, and the Wikipedia search engine. Apart from\nthis, we follow the experimental setup described in\nSection 4.1.\nFigure 4 shows that the ability to leverage the\nprovided tools only emerges at around 775M pa-\nrameters: smaller models achieve similar perfor-\nmance both with and without tools. An exception\nto this is the Wikipedia search engine used mostly\nfor QA benchmarks; we hypothesize that this is\nbecause the API is comparably easy to use. While\nmodels become better at solving tasks without API\ncalls as they grow in size, their ability to make good\nuse of the provided API improves at the same time.\nAs a consequence, there remains a large gap be-\ntween predictions with and without API calls even\nfor our biggest model.\n5\nAnalysis\nDecoding Strategy\nWe investigate the effect of\nour modified decoding strategy introduced in Sec-\ntion 4.2, where instead of always generating the\n8We do not evaluate the perplexity of Toolformer with\nAPI calls enabled as computing the probability pM(xt |\nx1, . . . , xt−1) of token xt given x1, . . . , xt−1 would require\nmarginalizing over all potential API calls that the model could\nmake at position t, which is intractable.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.3 Language Modeling", - "metadata": { - "length": 4307, - "summary": "Section 4.3 discusses the language modeling performance of the Toolformer model to ensure it does not degrade during finetuning with API calls. The authors evaluate their models on two datasets: WikiText and a subset of CCNet. Table 8 presents perplexity results for various models (GPT-J, GPT-J + CC, Toolformer) on these datasets, showing that adding API calls does not increase perplexity compared to training without them.", - "page_nums": [ - 8 - ], - "keywords": [ - "Toolformer", - "WikiText", - "CCNet", - "GPT-J" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_c306b7a4-2d69-55f1-b82a-cc94001133a6", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.3 Language Modeling p8]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.4 Scaling Laws", - "metadata": { - "length": 116, - "summary": "Section 4.4 investigates how the ability to use external tools affects performance as the size of the language model (LM) increases. The authors apply their approach to four smaller models from the GPT-2 family (124M, 355M, 775M, and 1.6B parameters) alongside GPT-J, using a subset of three tools: question answering, calculator, and Wikipedia search. The section reports that leveraging provided tools only emerges at around 775M parameters; smaller models perform similarly with or without tools. It is hypothesized that the Wikipedia search API is an exception because it is easy to use. As models grow larger, they improve at solving tasks both with and without API calls, but a large gap remains between predictions made with and without API calls even for the largest model.", - "page_nums": [ - 8 - ], - "keywords": [ - "GPT-J", - "GPT-2", - "Radford et al., 2019" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_44383b2c-3bae-57e3-bdcd-70e5d9ae3c94", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.3 Language Modeling p8]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/5 Analysis", - "metadata": { - "length": 116, - "summary": "The section titled '5 Analysis' begins by introducing a subsection on 'Decoding Strategy', which investigates the effects of a modified decoding strategy previously introduced in Section 4.2. The text explains that this strategy involves generating tokens differently than always generating the most probable one, though the full explanation is cut off at the bottom of the page.", - "page_nums": [ - 8 - ], - "keywords": [ - "Section 4.2" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_8a1aed2b-ebf6-5792-8260-97641c6dd2f4", - "type": "page", - "content": "0\n5\n10\n15\n20\n25\n30\n0\n2000\n4000\n6000\nModel Parameters (M)\nLAMA\n Toolformer\n Toolformer (disabled)\n GPT3\n0\n5\n10\n15\n20\n25\n30\n35\n40\n0\n2000\n4000\n6000\nModel Parameters (M)\nQA Benchmarks\n0\n5\n10\n15\n20\n25\n30\n0\n2000\n4000\n6000\nModel Parameters (M)\nMath Benchmarks\nFigure 4: Average performance on LAMA, our math benchmarks and our QA benchmarks for GPT-2 models of\ndifferent sizes and GPT-J finetuned with our approach, both with and without API calls. While API calls are not\nhelpful to the smallest models, larger models learn how to make good use of them. Even for bigger models, the\ngap between model predictions with and without API calls remains high.\nmost likely token, we generate the token\nif it is one of the k most likely tokens. Table 9\nshows performance on the T-REx subset of LAMA\nand on WebQS for different values of k. As ex-\npected, increasing k leads to the model doing API\ncalls for more examples – from 40.3% and 8.5%\nwith k = 1 (i.e., regular greedy decoding) to 98.1%\nand 100% for k = 10. While for T-REx, there is\nalready a clear improvement in performance with\ngreedy decoding, on WebQS our model only starts\nto make a substantial number of API calls as we\nslightly increase k. Interestingly, for k = 1 the\nmodel is calibrated to some extent: It decides to\ncall APIs for examples that it would perform partic-\nularly badly on without making API calls. This can\nbe seen from the fact that performance on examples\nwhere it decides not to make an API call (44.3 and\n19.9) is higher than average performance if no API\ncalls are made at all (34.9 and 18.9). However, this\ncalibration is lost for higher values of k.\nData Quality\nWe qualitatively analyze some\nAPI calls generated with our approach for different\nAPIs. Table 10 shows some examples of texts from\nCCNet augmented with API calls, as well as the\ncorresponding score L−\ni −L+\ni that is used as a fil-\ntering criterion, and whether the API calls made by\nthe model are intuitively useful in the given context.\nAs can be seen, high values of L−\ni −L+\ni typically\ncorrespond to useful API calls, whereas low values\ncorrespond to API calls that do not provide any in-\nformation that is useful for predicting future tokens.\nThere are some exceptions, e.g., an API call for\nT-REx\nWebQS\nk\nAll\nAC\nNC\n%\nAll\nAC\nNC\n%\n0\n34.9\n–\n34.9\n0.0\n18.9\n–\n18.9\n0.0\n1\n47.8 53.0 44.3 40.3\n19.3 17.1 19.9\n8.5\n3\n52.9 58.0 29.0 82.8\n26.3 26.5\n6.6\n99.3\n10\n53.5 54.0 22.5 98.1\n26.3 26.4\n–\n100.0\nTable 9: Toolformer results on the T-REx subset of\nLAMA and on WebQS for different values of k used\nduring decoding. Numbers shown are overall perfor-\nmance (All), performance on the subset where the\nmodel decides to make an API call (AC) and all re-\nmaining examples (NC), as well as the percentage of\nexamples for which the model decides to call an API\n(%).\n“Fast train success” in the fourth example that does\nnot give any relevant information but still reduces\nperplexity. However, some amount of noise in the\nAPI calls that are not filtered can actually be useful\nas it forces the model finetuned on C∗to not always\nblindly follow the results of each call it makes.\n6\nRelated Work\nLanguage Model Pretraining\nThere are various\napproaches that augment language models with\nsome form of additional textual information during\npretraining, including various forms of metadata\n(Keskar et al., 2019), HTML tags (Aghajanyan\net al., 2021), Wikipedia markup (Schick et al.,\n2022), or related texts obtained from an informa-\ntion retrieval system (Guu et al., 2020; Borgeaud\net al., 2021; Izacard et al., 2022). For all of these", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work", - "metadata": { - "length": 3554, - "summary": "This page presents experimental results and analysis regarding a model called Toolformer. Figure 4 displays line charts comparing the performance of Toolformer, Toolformer with disabled API calls, and GPT3 across LAMA, Math Benchmarks, and QA Benchmarks as model parameters increase. Table 9 details Toolformer's performance on T-REx and WebQS datasets for different values of k (the number of most likely tokens considered), showing metrics for overall performance, API call success, and non-call accuracy. The text discusses how increasing k leads to more API calls and improved performance, particularly on WebQS. A section titled 'Data Quality' qualitatively analyzes API calls generated by the approach, referencing Table 10 (not fully visible) and discussing filtering criteria based on score differences. The page concludes with the beginning of Section 6, 'Related Work,' which introduces approaches to augment language models with textual information during pretraining.", - "page_nums": [ - 9 - ], - "keywords": [ - "Toolformer", - "GPT3", - "LAMA", - "T-REx", - "WebQS", - "CCNet", - "Keskar et al., 2019", - "Aghajanyan et al., 2021", - "Schick et al., 2022", - "Guu et al., 2020", - "Borgeaud et al., 2021", - "Izacard et al., 2022" - ], - "connect_to": [ - { - "target": "asset_194baf47-eacf-50fd-bc26-49bd50f75db0", - "relation": "embeds", - "ref": "[images/image_page_9_figure_1.png]" - }, - { - "target": "asset_68be5006-73df-5a58-8636-707711d572ac", - "relation": "embeds", - "ref": "[tables/table_page_9_2.html]" - } - ], - "page_assets": [ - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_6e64b52f-6225-57e1-a8e0-e22d6082953a", - "type": "page", - "content": "Example\nL−\ni −L+\ni\nUseful\nThe Flodden Window (a war memorial dedicated to The Middleton Archers), in the Grade I-listed\nChurch of St Leonard in Middleton is said to be the oldest war memorial in the United King-\ndom. WikiSearch(War memorial Flodden) →Battle of Flodden > Commemoration >\nThe stained-glass Flodden Window in Middleton Parish Church [. . . ] was constructed by Sir\nRichard Assheton in memory of the Battle of Flodden and the archers from Middleton who\nfought in it. Sir Richard Assheton of Middleton (who built St Leonard) was granted\nknighthood [. ..]\n5.49\n\u0013\nNote: The WL will be open on Friday, Calendar() →Today is Thursday, March 9, 2017.\n March 10, and Sunday, March 19 for regular hours.\n2.11\n\u0013\nThe Nile has an approximate length of QA(What is the approximate length of the Nile?)\n→6,853 km 6,853 kilometers, the White Nile being its main source.\n2.08\n\u0013\nIf Venus had an atmosphere similar to Earth’s then you would expect Venus’ mean temperature to be\n499 K (1.74 x 287) rather than 735 K which is Calculator(735 / 499) →1.47 1.47\n(735 / 499) times hotter than it should be.\n1.59\n\u0013\nYou are here: Home / Featured / Catch this fast train to success! WikiSearch(Fast train\nsuccess) →Fast Train > It also peaked at #23 on the Canadian CHUM singles chart, on June\n26, 1971. The success of this single established Myles Goodwyn as the band’s main songwriter,\nand made it possible for April Wine to record a second album. Don’t wait weeks and\n[. . .]\n0.92\n\u0017\nOs Melhores Escolas em Jersey 2020 MT(Os Melhores Escolas em Jersey) →The Best\nSchools in Jersey On this page you can search for Universities, Colleges and Business\nschools in Jersey\n0.70\n\u0013\nEnjoy these pictures from the Calendar() →Today is Friday, April 19, 2013. \nEaster Egg Hunt.\n0.33\n\u0013\n85 patients (23%) were hospitalised alive and admitted to a hospital ward. Of them, Calcula-\ntor(85 / 23) →3.70 65% had a cardiac aetiology [. . .]\n−0.02\n\u0017\nBut hey, after the Calendar() →Today is Saturday, June 25, 2011. Disneyland\nfiasco with the fire drill, I think it’s safe to say Chewey won’t let anyone die in a fire.\n−0.41\n\u0017\nThe last time I was with QA(Who was last time I was with?) →The Last Time \nhim I asked what he likes about me and he said he would tell me one day.\n−1.23\n\u0017\nTable 10: Examples of API calls for different tools, sorted by the value of L−\ni −L+\ni that is used as a filtering\ncriterion. High values typically correspond to API calls that are intuitively useful for predicting future tokens.\napproaches, additional information is always pro-\nvided, regardless of whether it is helpful or not. In\ncontrast, Toolformer learns for itself to explicitly\nasks for the right information.\nTool Use\nSeveral approaches aim to equip LMs\nwith the ability to use external tools such as search\nengines (Komeili et al., 2022; Thoppilan et al.,\n2022; Lazaridou et al., 2022; Shuster et al., 2022;\nYao et al., 2022), web browsers (Nakano et al.,\n2021), calculators (Cobbe et al., 2021; Thoppilan\net al., 2022), translation systems (Thoppilan et al.,\n2022) and Python interpreters (Gao et al., 2022).\nThe way these models learn to use tools can roughly\nbe divided into two approaches: Either they rely on\nlarge amounts of human supervision (Komeili et al.,\n2022; Nakano et al., 2021; Thoppilan et al., 2022)\nor they work by prompting the language model in\na few-shot setup tailored towards a specific task\nwhere it is known a priori which tools needs to be\nused (Gao et al., 2022; Lazaridou et al., 2022; Yao\net al., 2022). In contrast, the self-supervised nature\nof Toolformer enables it to learn how and when to\nuse tools without requiring a specific prompt that\nshows task-specific examples of how a tool could\nbe used. Perhaps most closely related to our work\nis TALM (Parisi et al., 2022), an approach that\nuses a similar self-supervised objective for teach-\ning a model to use a calculator and a search engine,\nbut explores this only in settings where a model is\nfinetuned for downstream tasks.\nBootstrapping\nThe idea of using self-training\nand bootstrapping techniques to improve models\nhas been investigated in various contexts, rang-\ning from word sense disambiguation (Yarowsky,\n1995), relation extraction (Brin, 1999; Agichtein\nand Gravano, 2000), parsing (McClosky et al.,\n2006; Reichart and Rappoport, 2007), sequence\ngeneration (He et al., 2020), few-shot text classi-", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work/Tool Use", - "metadata": { - "length": 4470, - "summary": "The section discusses approaches to equip language models (LMs) with the ability to use external tools such as search engines, web browsers, calculators, translation systems, and Python interpreters. It categorizes learning methods into those relying on large amounts of human supervision versus few-shot prompting setups. It also mentions TALM as a related self-supervised approach.", - "page_nums": [ - 10 - ], - "keywords": [ - "Komeili et al.", - "Thoppilan et al.", - "Lazaridou et al.", - "Shuster et al.", - "Yao et al.", - "Nakano et al.", - "Cobbe et al.", - "Gao et al.", - "TALM", - "Parisi et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_a27b905b-3ee2-57f4-a2d5-519f6f10b6a8", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work/Tool Use p10]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work/Bootstrapping", - "metadata": { - "length": 108, - "summary": "The section titled 'Bootstrapping' discusses the concept of using self-training and bootstrapping techniques to improve models. It lists various contexts where these methods have been investigated, including word sense disambiguation, relation extraction, parsing, sequence generation, and few-shot text classification.", - "page_nums": [ - 10 - ], - "keywords": [ - "TALM", - "Parisi et al.", - "Yarowsky", - "Brin", - "Agichtein", - "Gravano", - "McClosky et al.", - "Reichart", - "Rappoport", - "He et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_0d2ddbdc-7ca2-5bec-8026-909f35d25101", - "type": "page", - "content": "fication (Schick and Schütze, 2021a) and retrieval\n(Izacard and Grave, 2021) to reasoning (Zelikman\net al., 2022). In a similar spirit to these approaches,\nToolformer is trained on its own predictions after\napplying a perplexity-based filtering step.\n7\nLimitations\nWhile our approach enables LMs to learn how to\nuse a variety of tools in a self-supervised way, there\nare some clear limitations to what can be achieved\nwith our method in its current form. One such limi-\ntation is the inability of Toolformer to use tools in a\nchain (i.e., using the output of one tool as an input\nfor another tool). This is due to the fact that API\ncalls for each tool are generated independently; as a\nconsequence, there are no examples of chained tool\nuse in the finetuning dataset. Our current approach\nalso does not allow the LM to use a tool in an in-\nteractive way – especially for tools such as search\nengines, that could potentially return hundreds of\ndifferent results, enabling a LM to browse through\nthese results or to refine its search query in a simi-\nlar spirit to Nakano et al. (2021) can be crucial for\ncertain applications. Beyond this, we found models\ntrained with Toolformer to often be sensitive to the\nexact wording of their input when deciding whether\nor not to call an API; this is perhaps unsurprising\ngiven that LMs are known to be very sensitive to\nthe prompt they are provided with in both zero-\nand few-shot settings (Jiang et al., 2020; Schick\nand Schütze, 2021a). Depending on the tool, our\nmethod is also very sample-inefficient; for example,\nprocessing more than a million documents results\nin only a few thousand examples of useful calls\nto the calculator API. A potential solution to this\nproblem might be to iteratively apply our approach,\nsimilar to how this is done in related bootstrapping\napproaches (Schick and Schütze, 2021a; Izacard\nand Grave, 2021; Parisi et al., 2022). Finally, when\ndeciding whether or not to make an API call, Tool-\nformer currently does not take into account the\ntool-dependent, computational cost incurred from\nmaking an API call.\n8\nConclusion\nWe have introduced Toolformer, a language model\nthat learns in a self-supervised way how to use\ndifferent tools such as search engines, calculators,\nand translation systems via simple API calls. This\nis done by finetuning on a large number of sampled\nAPI calls that are filtered based on whether they\nreduce perplexity on future tokens. Toolformer\nconsiderably improves zero-shot performance of a\n6.7B parameter GPT-J model, enabling it to even\noutperform a much larger GPT-3 model on a range\nof different downstream tasks.\nReferences\nArmen Aghajanyan, Dmytro Okhonko, Mike Lewis,\nMandar Joshi, Hu Xu, Gargi Ghosh, and Luke Zettle-\nmoyer. 2021.\nHtlm: Hyper-text pre-training and\nprompting of language models.\nEugene Agichtein and Luis Gravano. 2000. Snowball:\nExtracting relations from large plain-text collections.\nIn Proceedings of the Fifth ACM Conference on Dig-\nital Libraries, DL ’00, page 85–94, New York, NY,\nUSA. Association for Computing Machinery.\nRicardo Baeza-Yates, Berthier Ribeiro-Neto, et al.\n1999.\nModern information retrieval, volume 463.\nACM press New York.\nJonathan Berant, Andrew Chou, Roy Frostig, and Percy\nLiang. 2013.\nSemantic parsing on Freebase from\nquestion-answer pairs. In Proceedings of the 2013\nConference on Empirical Methods in Natural Lan-\nguage Processing, pages 1533–1544, Seattle, Wash-\nington, USA. Association for Computational Lin-\nguistics.\nSebastian Borgeaud, Arthur Mensch, Jordan Hoff-\nmann, Trevor Cai, Eliza Rutherford, Katie Millican,\nGeorge van den Driessche, Jean-Baptiste Lespiau,\nBogdan Damoc, Aidan Clark, Diego de Las Casas,\nAurelia Guy, Jacob Menick, Roman Ring, Tom Hen-\nnigan, Saffron Huang, Loren Maggiore, Chris Jones,\nAlbin Cassirer, Andy Brock, Michela Paganini, Ge-\noffrey Irving, Oriol Vinyals, Simon Osindero, Karen\nSimonyan, Jack W. Rae, Erich Elsen, and Laurent\nSifre. 2021. Improving language models by retriev-\ning from trillions of tokens.\nSergey Brin. 1999. Extracting patterns and relations\nfrom the world wide web. In The World Wide Web\nand Databases, pages 172–183, Berlin, Heidelberg.\nSpringer Berlin Heidelberg.\nTom Brown, Benjamin Mann, Nick Ryder, Melanie\nSubbiah,\nJared\nD\nKaplan,\nPrafulla\nDhariwal,\nArvind Neelakantan, Pranav Shyam, Girish Sastry,\nAmanda Askell, Sandhini Agarwal, Ariel Herbert-\nVoss, Gretchen Krueger, Tom Henighan, Rewon\nChild, Aditya Ramesh, Daniel Ziegler, Jeffrey Wu,\nClemens Winter, Chris Hesse, Mark Chen, Eric\nSigler, Mateusz Litwin, Scott Gray, Benjamin Chess,\nJack Clark, Christopher Berner, Sam McCandlish,\nAlec Radford, Ilya Sutskever, and Dario Amodei.\n2020. Language models are few-shot learners. In\nAdvances in Neural Information Processing Systems,\nvolume 33, pages 1877–1901. Curran Associates,\nInc.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/7 Limitations", - "metadata": { - "length": 4798, - "summary": "The section outlines several limitations of the Toolformer approach. Key issues include the inability to use tools in a chain (using one tool's output as another's input) because API calls are generated independently, and the lack of support for interactive tool usage like search engines. Additionally, models are sensitive to prompt wording, the method is sample-inefficient (requiring large datasets for few examples), and it does not account for the computational cost of making API calls.", - "page_nums": [ - 11 - ], - "keywords": [ - "Toolformer", - "Nakano et al.", - "Jiang et al.", - "Schick and Schütze", - "Parisi et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_a5c75288-8fdc-5907-a144-abbf32b51151", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/7 Limitations p11]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/8 Conclusion", - "metadata": { - "length": 98, - "summary": "The section introduces Toolformer, a language model designed to learn self-supervised usage of various tools like search engines and calculators through simple API calls. The model is finetuned on sampled API calls filtered by their ability to reduce perplexity on future tokens. It is noted that Toolformer significantly improves zero-shot performance compared to larger models.", - "page_nums": [ - 11 - ], - "keywords": [ - "Toolformer", - "GPT-J", - "GPT-3" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_c77f33d1-378a-5579-937b-adf76ae0841d", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/7 Limitations p11]\n\nAakanksha Chowdhery, Sharan Narang, Jacob Devlin,\nMaarten Bosma, Gaurav Mishra, Adam Roberts,\nPaul Barham, Hyung Won Chung, Charles Sutton,\nSebastian Gehrmann, Parker Schuh, Kensen Shi,\nSasha Tsvyashchenko, Joshua Maynez, Abhishek\nRao, Parker Barnes, Yi Tay, Noam Shazeer, Vin-\nodkumar Prabhakaran, Emily Reif, Nan Du, Ben\nHutchinson, Reiner Pope, James Bradbury, Jacob\nAustin, Michael Isard, Guy Gur-Ari, Pengcheng\nYin, Toju Duke, Anselm Levskaya, Sanjay Ghe-\nmawat, Sunipa Dev, Henryk Michalewski, Xavier\nGarcia, Vedant Misra, Kevin Robinson, Liam Fe-\ndus, Denny Zhou, Daphne Ippolito, David Luan,\nHyeontaek Lim, Barret Zoph, Alexander Spiridonov,\nRyan Sepassi, David Dohan, Shivani Agrawal, Mark\nOmernick, Andrew M. Dai, Thanumalayan Sankara-\nnarayana Pillai, Marie Pellat, Aitor Lewkowycz,\nErica Moreira, Rewon Child, Oleksandr Polozov,\nKatherine Lee, Zongwei Zhou, Xuezhi Wang, Bren-\nnan Saeta, Mark Diaz, Orhan Firat, Michele Catasta,\nJason Wei, Kathy Meier-Hellstern, Douglas Eck,\nJeff Dean, Slav Petrov, and Noah Fiedel. 2022.\nPalm: Scaling language modeling with pathways.\nKarl Cobbe, Vineet Kosaraju, Mohammad Bavarian,\nMark Chen, Heewoo Jun, Lukasz Kaiser, Matthias\nPlappert, Jerry Tworek, Jacob Hilton, Reiichiro\nNakano, et al. 2021. 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Language models as knowl-\nedge bases?\nIn Proceedings of the 2019 Confer-\nence on Empirical Methods in Natural Language\nProcessing and the 9th International Joint Confer-\nence on Natural Language Processing (EMNLP-\nIJCNLP), pages 2463–2473, Hong Kong, China. As-\nsociation for Computational Linguistics.\nAlec Radford, Jeffrey Wu, Rewon Child, David Luan,\nDario Amodei, Ilya Sutskever, et al. 2019.\nLan-\nguage models are unsupervised multitask learners.\nOpenAI blog, 1(8):9.\nRoi Reichart and Ari Rappoport. 2007. Self-training\nfor enhancement and domain adaptation of statisti-\ncal parsers trained on small datasets.\nIn Proceed-\nings of the 45th Annual Meeting of the Association of\nComputational Linguistics, pages 616–623, Prague,\nCzech Republic. Association for Computational Lin-\nguistics.\nStephen E Robertson, Steve Walker, Susan Jones,\nMicheline M Hancock-Beaulieu, Mike Gatford, et al.\n1995. Okapi at trec-3. Nist Special Publication Sp,\n109:109.\nTimo Schick, Jane Dwivedi-Yu, Zhengbao Jiang, Fabio\nPetroni, Patrick Lewis, Gautier Izacard, Qingfei You,\nChristoforos Nalmpantis, Edouard Grave, and Se-\nbastian Riedel. 2022.\nPeer: A collaborative lan-\nguage model.\nTimo Schick and Hinrich Schütze. 2021a. Exploiting\ncloze-questions for few-shot text classification and\nnatural language inference. In Proceedings of the\n\n16th Conference of the European Chapter of the As-\nsociation for Computational Linguistics: Main Vol-\nume, pages 255–269, Online. Association for Com-\nputational Linguistics.\nTimo Schick and Hinrich Schütze. 2021b. Generating\ndatasets with pretrained language models. 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Lamda: Lan-\nguage models for dialog applications.\nBen Wang and Aran Komatsuzaki. 2021.\nGPT-\nJ-6B:\nA\n6\nBillion\nParameter\nAutoregressive\nLanguage Model.\nhttps://github.com/\nkingoflolz/mesh-transformer-jax.\nYizhong Wang, Yeganeh Kordi, Swaroop Mishra, Al-\nisa Liu, Noah A. Smith, Daniel Khashabi, and Han-\nnaneh Hajishirzi. 2022. Self-instruct: Aligning lan-\nguage model with self generated instructions.\nJason Wei, Yi Tay, Rishi Bommasani, Colin Raf-\nfel, Barret Zoph, Sebastian Borgeaud, Dani Yo-\ngatama, Maarten Bosma, Denny Zhou, Donald Met-\nzler, Ed H. Chi, Tatsunori Hashimoto, Oriol Vinyals,\nPercy Liang, Jeff Dean, and William Fedus. 2022.\nEmergent abilities of large language models.\nGuillaume Wenzek, Marie-Anne Lachaux, Alexis Con-\nneau, Vishrav Chaudhary, Francisco Guzmán, Ar-\nmand Joulin, and Edouard Grave. 2020.\nCCNet:\nExtracting high quality monolingual datasets from\nweb crawl data. In Proceedings of the Twelfth Lan-\nguage Resources and Evaluation Conference, pages\n4003–4012, Marseille, France. European Language\nResources Association.\nShunyu Yao, Jeffrey Zhao, Dian Yu, Nan Du, Izhak\nShafran, Karthik Narasimhan, and Yuan Cao. 2022.\nReact: Synergizing reasoning and acting in language\nmodels.\nDavid Yarowsky. 1995. Unsupervised word sense dis-\nambiguation rivaling supervised methods. In 33rd\nAnnual Meeting of the Association for Computa-\ntional Linguistics, pages 189–196, Cambridge, Mas-\nsachusetts, USA. Association for Computational\nLinguistics.\nEric Zelikman, Yuhuai Wu, Jesse Mu, and Noah D.\nGoodman. 2022.\nStar: Bootstrapping reasoning\nwith reasoning.\nSusan Zhang, Stephen Roller, Naman Goyal, Mikel\nArtetxe, Moya Chen, Shuohui Chen, Christopher De-\nwan, Mona Diab, Xian Li, Xi Victoria Lin, Todor Mi-\nhaylov, Myle Ott, Sam Shleifer, Kurt Shuster, Daniel\nSimig, Punit Singh Koura, Anjali Sridhar, Tianlu\nWang, and Luke Zettlemoyer. 2022. Opt: Open pre-\ntrained transformer language models.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/References", - "metadata": { - "length": 14027, - "summary": "", - "page_nums": [ - 11, - 12, - 13, - 14 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - }, - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_ea6f3e96-8cf7-5921-84b1-cabd1233e20f", - "type": "page", - "content": "A\nAPI Details\nWhen sampling and filtering API calls, by default\nwe use values of τs = 0.05 and τf = 1.0 – i.e.,\nwe only make API calls at positions where the\nprobability of the token is at least 5%, and\nwe keep API calls if they reduce the loss by at least\n1.0. We only keep the top k = 5 such positions and\nsample up to m = 5 API calls for each position\nidentified in a piece of text. Due to the heuristic\nfiltering described below, we generate API calls for\nthe calculator and machine translation system on\nonly a small subset of C; to compensate for this,\nwe set τs = 0.0, k = 20 and m = 10 for these\ntools. As the resulting sets of API calls are still\ncomparably small, we additionally set τf = 0.5.\nA.1\nImplementation\nQuestion Answering\nWe use the Atlas model of\nIzacard et al. (2022) finetuned on Natural Ques-\ntions (Kwiatkowski et al., 2019) as our question\nanswering system. For creating C∗we use Atlas-\nlarge, enabling us to efficiently process millions\nof API calls; during inference, we use the larger\nAtlas-xxl model.\nCalculator\nOur calculator is based on a simple\nPython script and only supports the operators “+”,\n“−”, “∗”, and “/”. It does not return any result\nfor syntactically invalid equations. For sampling\nAPI calls, we apply heuristic filters to our subset of\nCCNet and only process documents that either (i)\ncontain at least three numbers within a window of\n100 tokens, where one of these numbers is the result\nof applying a mathematical operation to the other\ntwo, (ii) contain one of the sequences “=”, “equals”,\n“equal to”, “total of”, “average of” followed by a\nnumber, or (iii) contain at least three numbers; for\ntexts that only match the last criterion, we only\nkeep a random subset of 1%.\nCalendar\nFor creating our dataset C∗, we operate\nunder the assumption that the calendar date in such\ncases should be the date that the document was\ncreated. We approximate this by extracting the date\nfrom the URL, if it is present. We filter out texts for\nwhich a date cannot be extracted, leaving around\n18% of the documents.\nMachine Translation\nFor both training and in-\nference, we use the 600M parameter NLLB (Costa-\njussà et al., 2022) as our machine translation (MT)\nmodel. The source language is automatically de-\ntected using the fastText classifier (Joulin et al.,\n2016), while the target language is always set to\nEnglish. Since most of the CCNet dataset is in\nEnglish, we filter out the parts that contain only\nEnglish text before generating API calls. More\nspecifically, we only keep those paragraphs which\ncontain text chunks in a language other than En-\nglish preceded and followed by English text. We\nuse text chunks of size 10 tokens. To determine\nwhether the middle text chunk is in a language\ndifferent than English we again use the fastText\nclassifier with a confidence greater than 0.8. We\nalso filter out any text chunks that contain only\nnumbers or special symbols. This filtering mecha-\nnism allows us to generate data more efficiently by\nfocusing our API call generations in places where\nthe MT tool is likely to be helpful. After generating\nthe MT API calls, we additionally remove from our\ntraining set those where the input to the MT tool\nappears after the API call but not before it. While\nduring data generation the model can look ahead\nto generate API calls, this is not possible at infer-\nence time, so we want to dissuade the model from\ncalling the API in such cases.\nA.2\nPrompts\nBelow, we list the prompts used to sample API\ncalls for each tool considered.\nQuestion Answering\nWe use the following\nprompt for the question answering tool:\nYour task is to add calls to a Question\nAnswering API to a piece of text.\nThe questions should help you get\ninformation required to complete the\ntext. You can call the API by writing\n\"[QA(question)]\" where \"question\" is the\nquestion you want to ask. Here are some\nexamples of API calls:\nInput: Joe Biden was born in Scranton,\nPennsylvania.\nOutput: Joe Biden was born in [QA(\"Where\nwas Joe Biden born?\")] Scranton,\n[QA(\"In which state is Scranton?\")]\nPennsylvania.\nInput: Coca-Cola, or Coke, is a\ncarbonated soft drink manufactured by\nthe Coca-Cola Company.\nOutput: Coca-Cola, or [QA(\"What other\nname is Coca-Cola known by?\")] Coke, is\na carbonated soft drink manufactured by\n[QA(\"Who manufactures Coca-Cola?\")] the\nCoca-Cola Company.\nInput: x\nOutput:\nCalculator\nWe use the following prompt for the\ncalculator:\nYour task is to add calls to a\nCalculator API to a piece of text.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.1 Implementation", - "metadata": { - "length": 4457, - "summary": "Section A.1 Implementation details the specific models and tools used for four tasks: Question Answering (Atlas model), Calculator (Python script with basic operators), Calendar (date extraction from URLs), and Machine Translation (600M parameter NLLB). It also describes data filtering heuristics applied to the CCNet dataset, such as language detection using fastText and token chunking.", - "page_nums": [ - 15 - ], - "keywords": [ - "Atlas", - "Izacard et al.", - "Natural Questions", - "Kwiatkowski et al.", - "CCNet", - "NLLB", - "Costa-jussà et al.", - "fastText", - "Joulin et al." - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_760bc05a-0958-5cd7-8445-6458dc6b2e04", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.1 Implementation p15]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts", - "metadata": { - "length": 117, - "summary": "Section A.2 lists the specific prompts used to sample API calls for the Question Answering and Calculator tools. For Question Answering, the prompt instructs the model to add API calls to text to answer questions, providing examples of input/output pairs involving Joe Biden and Coca-Cola. For the Calculator tool, the prompt begins by defining the task as adding calls to a Calculator API.", - "page_nums": [ - 15 - ], - "keywords": [ - "Question Answering", - "Calculator" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_a0f1606c-fdec-5bef-aedc-7b6f5b3e7f50", - "type": "page", - "content": "The calls should help you get\ninformation required to complete the\ntext. You can call the API by writing\n\"[Calculator(expression)]\" where\n\"expression\" is the expression to be\ncomputed. Here are some examples of API\ncalls:\nInput: The number in the next term is 18\n+ 12 x 3 = 54.\nOutput: The number in the next term is\n18 + 12 x 3 = [Calculator(18 + 12 * 3)]\n54.\nInput: The population is 658,893 people.\nThis is 11.4% of the national average of\n5,763,868 people.\nOutput: The population is 658,893 people.\nThis is 11.4% of the national average of\n[Calculator(658,893 / 11.4%)] 5,763,868\npeople.\nInput: A total of 252 qualifying matches\nwere played, and 723 goals were scored\n(an average of 2.87 per match). This is\nthree times less than the 2169 goals\nlast year.\nOutput: A total of 252 qualifying\nmatches were played, and 723 goals were\nscored (an average of [Calculator(723\n/ 252)] 2.87 per match). This is twenty\ngoals more than the [Calculator(723 -\n20)] 703 goals last year.\nInput: I went to Paris in 1994 and\nstayed there until 2011, so in total,\nit was 17 years.\nOutput: I went to Paris in 1994 and\nstayed there until 2011, so in total, it\nwas [Calculator(2011 - 1994)] 17 years.\nInput: From this, we have 4 * 30 minutes\n= 120 minutes.\nOutput: From this, we have 4 * 30\nminutes = [Calculator(4 * 30)] 120\nminutes.\nInput: x\nOutput:\nWikipedia Search\nWe use the following prompt\nfor the Wikipedia search tool:\nYour task is to complete a given piece\nof text. You can use a Wikipedia Search\nAPI to look up information. You can do\nso by writing \"[WikiSearch(term)]\" where\n\"term\" is the search term you want to\nlook up. Here are some examples of API\ncalls:\nInput: The colors on the flag of Ghana\nhave the following meanings: red is for\nthe blood of martyrs, green for forests,\nand gold for mineral wealth.\nOutput: The colors on the flag of Ghana\nhave the following meanings: red is for\n[WikiSearch(\"Ghana flag red meaning\")]\nthe blood of martyrs, green for forests,\nand gold for mineral wealth.\nInput: But what are the risks during\nproduction of nanomaterials? Some\nnanomaterials may give rise to various\nkinds of lung damage.\nOutput: But what are the risks\nduring production of nanomaterials?\n[WikiSearch(\"nanomaterial production\nrisks\")] Some nanomaterials may give\nrise to various kinds of lung damage.\nInput: Metformin is the first-line drug\nfor patients with type 2 diabetes and\nobesity.\nOutput: Metformin is the first-line drug\nfor [WikiSearch(\"Metformin first-line\ndrug\")] patients with type 2 diabetes\nand obesity.\nInput: x\nOutput:\nMachine Translation\nWe use the following\nprompt for the machine translation tool:\nYour task is to complete a given piece\nof text by using a Machine Translation\nAPI.\nYou can do so by writing \"[MT(text)]\"\nwhere text is the text to be translated\ninto English.\nHere are some examples:\nInput: He has published one book: O\nhomem suprimido (“The Supressed Man”)\nOutput: He has published one book: O\nhomem suprimido [MT(O homem suprimido)]\n(“The Supressed Man”)\nInput: In Morris de Jonge’s Jeschuah,\nder klassische jüdische Mann, there is a\ndescription of a Jewish writer\nOutput: In Morris de Jonge’s Jeschuah,\nder klassische jüdische Mann [MT(der\nklassische jüdische Mann)], there is a\ndescription of a Jewish writer\nInput: 南京高淳县住房和城乡建设局城市新\n区\n设\n计a plane of reference Gaochun is\none of seven districts of the provincial\ncapital Nanjing\nOutput: [MT(南京高淳县住房和城乡建设局城市新\n区设计)] a plane of reference Gaochun is\none of seven districts of the provincial\ncapital Nanjing\nInput: x\nOutput:\nCalendar\nWe use the following prompt for the\ncalendar tool:\nYour task is to add calls to a Calendar\nAPI to a piece of text. The API calls\nshould help you get information required\nto complete the text. You can call the\nAPI by writing \"[Calendar()]\" Here are\nsome examples of API calls:\nInput: Today is the first Friday of the\nyear.\nOutput: Today is the first [Calendar()]\nFriday of the year.", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Wikipedia Search", - "metadata": { - "length": 3895, - "summary": "The section titled 'Wikipedia Search' explains how to use a Wikipedia Search API to look up information. It provides examples of input prompts and corresponding outputs, such as searching for the meaning of colors on the Ghana flag and risks associated with nanomaterial production.", - "page_nums": [ - 16 - ], - "keywords": [ - "Ghana" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_7e1795af-47e8-55cf-923e-f94019512f8e", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Wikipedia Search p16]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Machine Translation", - "metadata": { - "length": 127, - "summary": "The section titled 'Machine Translation' explains how to use a Machine Translation API. It instructs the user to complete text by using the tool with the syntax '[MT(text)]', where 'text' is the input to be translated into English. The section provides three examples: translating a book title from Portuguese, translating a German phrase about Morris de Jonge's work, and translating Chinese text regarding Gaochun district in Nanjing.", - "page_nums": [ - 16 - ], - "keywords": [ - "Morris de Jonge", - "Gaochun", - "Nanjing" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_d55ab6aa-f444-5fb6-b9cf-fb02d4b9b94c", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Wikipedia Search p16]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Calendar", - "metadata": { - "length": 127, - "summary": "This section explains the usage of a Calendar API tool designed to add calls for processing text. It provides instructions on how to invoke the API using the syntax \"[Calendar()]\" and includes an example where the input 'Today is the first Friday of the year' is processed.", - "page_nums": [ - 16 - ], - "keywords": [ - "Friday" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_c013d919-67e8-54d0-899f-4133b7164920", - "type": "page", - "content": "Input: The president of the United\nStates is Joe Biden.\nOutput: The president of the United\nStates is [Calendar()] Joe Biden.\nInput: The current day of the week is\nWednesday.\nOutput: The current day of the week is\n[Calendar()] Wednesday.\nInput: The number of days from now until\nChristmas is 30.\nOutput: The number of days from now\nuntil Christmas is [Calendar()] 30.\nInput: The store is never open on the\nweekend, so today it is closed.\nOutput: The store is never open on the\nweekend, so today [Calendar()] it is\nclosed.\nInput: x\nOutput:\nB\nToolformer Training\nWe use up to 25k examples per API. Max sequence\nlength 1,024. Effective batch size of 128. All mod-\nels are trained using DeepSpeed’s ZeRO-3 (Rasley\net al., 2020). We used 8 NVIDIA A100 40GB\nGPUs with BF16. Training up to 2k steps, where\nwe evaluate PPL on a small development set from\nCCNet containing 1,000 examples every 500 steps.\nWe pick the checkpoint that performs best.\nC\nZero-Shot Prompts\nC.1\nLAMA and TEMPLAMA\nFor both LAMA and TEMPLAMA, given an input\ntext x, we use the following prompt: Please\ncomplete the following text so\nthat it is factually correct:\nx.\nC.2\nMath Benchmarks\nFor all math benchmarks, given a context x and\na question q, our prompt is: x q The answer\nis.\nC.3\nQuestion Answering\nFor all question answering datasets, including\nDATESET, we simply prefix the question with\nAnswer the following question:. We\nappend a question mark if the question does not\nalready end with one.\nC.4\nMultilingual Question Answering\nFor MLQA, given a context x and a ques-\ntion\nq,\nour\nprompt\nis:\nYour task is\nTemplate\nSize\nHow many days {ago was, are there until}\n{past_date, future_date}?\n400\nWhat {day of the week, day of the month, month,\nyear} was it (current_date – past_date) {days,\nweeks, months, years} ago?\n800\nWhat {day of the week, day of the month, month,\nyear} will it be in (future_date – current_date)\ndays?\n800\nWhat day of the week {is, was} it on {past_date,\nfuture_date}?\n400\nWhat {day of the week, day of the month, month,\nyear} {is, was} it {the day before yesterday, yes-\nterday, today, tomorrow, the day after tomorrow}?\n4,000\nWhat {day of the week, day of the month, month}\n{is, was} holiday this year?\n1,800\nHow many {days, weeks, months, years} {ago\nwas, are there until} holiday this year?\n1,200\nTotal\n9,400\nTable 11: Templates used to create DATESET where\na current_date is randomly selected.\nFor each cur-\nrent_date, a random past_date and future_date is gen-\nerated and used to fill each template, if relevant. The\nfederal holidays in the United States (e.g., Thanksgiv-\ning) were used in the templates involving holidays.\nto answer a question based on\nthe following paragraph:\nx Now\nanswer the following question in\nEnglish:\nq.\nD\nDATESET\nDATESET is created by first randomly selecting 500\n“current dates”. For each current date, another rela-\ntively past/future date is randomly selected within\na four-year range, and the two dates are used to fill\nthe query templates in Table 11. An example of one\nsuch query using the first template would be, “How\nmany days ago was August 14, 2020?” If called,\nthe Calendar tool would return the presumed cur-\nrent date (e.g., “Today is Sunday, November 20,\n2020”).", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training", - "metadata": { - "length": 3196, - "summary": "The section details the training configuration for Toolformer, specifying a maximum of 25k examples per API, a sequence length of 1,024, and an effective batch size of 128. It notes that models are trained using DeepSpeed's ZeRO-3 on 8 NVIDIA A100 40GB GPUs with BF16 precision. The training runs for up to 2k steps, evaluating perplexity (PPL) every 500 steps on a small development set from CCNet containing 1,000 examples.", - "page_nums": [ - 17 - ], - "keywords": [ - "Toolformer", - "DeepSpeed", - "ZeRO-3", - "Rasley et al.", - "NVIDIA", - "A100", - "CCNet" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_cb621028-2177-5533-b20c-cf5ee4043c65", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training p17]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.1 LAMA and TEMPLAMA", - "metadata": { - "length": 106, - "summary": "Section C.1 describes the zero-shot prompt used for both LAMA and TEMPLAMA tasks. The prompt instructs the model to complete an input text 'x' so that it is factually correct.", - "page_nums": [ - 17 - ], - "keywords": [ - "LAMA", - "TEMPLAMA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_1c0d3f63-0207-5bbd-b97d-8cfe897c7a35", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training p17]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.2 Math Benchmarks", - "metadata": { - "length": 106, - "summary": "Section C.2 Math Benchmarks describes the prompt format used for math benchmarks, which involves providing a context (x) and a question (q) followed by 'The answer is.'", - "page_nums": [ - 17 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_dae1ac9c-4b8f-5081-a68d-2f49984b5ec7", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training p17]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.3 Question Answering", - "metadata": { - "length": 106, - "summary": "Section C.3 describes the prompt format used for question answering datasets, including DATESET. The method involves prefixing the question with 'Answer the following question:' and appending a question mark if one is not already present.", - "page_nums": [ - 17 - ], - "keywords": [ - "DATESET" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_db4f86d6-4b13-514c-82d7-ca5cced1155d", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training p17]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.4 Multilingual Question Answering", - "metadata": { - "length": 106, - "summary": "Section C.4 describes the prompt format used for Multilingual Question Answering (MLQA). It specifies that given a context x and a question q, the task is to answer the question in English.", - "page_nums": [ - 17 - ], - "keywords": [ - "MLQA" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - }, - { - "chunk_id": "node_e73a6729-1841-54c7-b4eb-cd080eb04dd6", - "type": "page", - "content": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training p17]", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/D DATESET", - "metadata": { - "length": 106, - "summary": "Section D describes the creation of the DATESET dataset. It involves randomly selecting 500 'current dates' and generating relative past/future dates within a four-year range to fill query templates found in Table 11. The section provides an example query ('How many days ago was August 14, 2020?') and explains that a Calendar tool is used to return the current date (e.g., 'Today is Sunday, November 20, 2020').", - "page_nums": [ - 17 - ], - "keywords": [ - "DATESET", - "Table 11", - "August 14, 2020", - "Calendar", - "Sunday", - "November 20, 2020" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1191, - "height": 1684 - } - ] - } - } - ] -} diff --git a/apps/api/app/data/demo_documents/research-toolformer/doc_nav.json b/apps/api/app/data/demo_documents/research-toolformer/doc_nav.json deleted file mode 100644 index 5b41d1ad1..000000000 --- a/apps/api/app/data/demo_documents/research-toolformer/doc_nav.json +++ /dev/null @@ -1,368 +0,0 @@ -{ - "version": "1.0", - "file_name": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf", - "stats": { - "total_chunks": 41, - "text_chunks": 0, - "image_chunks": 4, - "table_chunks": 1, - "page_chunks": 36, - "max_depth": 4 - }, - "sections": [ - { - "title": "Root", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root", - "level": 1, - "summary": "", - "chunk_count": 39, - "children": [ - { - "title": "Abstract", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Abstract", - "level": 2, - "summary": "The abstract introduces Toolformer, a model trained to decide which APIs to call and how to incorporate their results into future token prediction. It is trained in a self-supervised way using only a handful of demonstrations per API. The model incorporates tools such as a calculator, Q&A system, search engine, translation system, and calendar, achieving substantially improved zero-shot performance across various downstream tasks.", - "chunk_count": 1, - "children": [] - }, - { - "title": "1 Introduction", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/1 Introduction", - "level": 2, - "summary": "The Introduction section outlines the limitations of current large language models, such as their inability to access up-to-date information, tendency to hallucinate facts, and lack of mathematical skills. It proposes 'Toolformer', a model that learns to use external tools like search engines and calculators in a self-supervised manner without requiring extensive human annotations.", - "chunk_count": 1, - "children": [] - }, - { - "title": "2 Approach", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach", - "level": 2, - "summary": "The page presents a method for equipping language models with tool-use capabilities via API calls. It details an approach using in-context learning to generate datasets of potential API calls, which are then filtered based on their utility for predicting future tokens. The text includes Figure 2, illustrating the three-step process: sampling API calls, executing them, and filtering them. It also references prior work such as Toolformer (Wang and Komatsuzaki, 2021) and GPT-3 (Brown et al., 2020).", - "chunk_count": 5, - "children": [ - { - "title": "Sampling API Calls", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Sampling API Calls", - "level": 3, - "summary": "The section describes the process of sampling API calls for a Question Answering task. It involves writing a prompt P(x) to encourage a Language Model (LM) to annotate text with API calls. The method calculates the probability p_i of starting an API call at each position i in the sequence. A sampling threshold τ_s is used to filter positions, keeping those where p_i > τ_s. If more than k positions are kept, only the top k are selected. Finally, up to m API calls are sampled for each selected position using the model M.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Executing API Calls", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Executing API Calls", - "level": 3, - "summary": "This section describes the process of executing API calls generated by a model M. It explains that execution methods vary depending on the specific API, such as calling another neural network, running a Python script, or using a retrieval system. The output for each call must be formatted as a single text sequence.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Filtering API Calls", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Filtering API Calls", - "level": 3, - "summary": "The section 'Filtering API Calls' describes a method to determine whether an API call is helpful for the model. It defines a weighted cross-entropy loss function and compares two scenarios: one where the API call and its result are provided as a prefix, and another where no API call is made or only the input is provided. The text explains that an API call is considered helpful if providing it reduces the loss by at least a specific threshold (τf).", - "chunk_count": 1, - "children": [] - }, - { - "title": "Model Finetuning", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/2 Approach/Model Finetuning", - "level": 3, - "summary": "The section describes the final step of the process, which is Model Finetuning. It explains that after sampling and filtering API calls for all APIs, the remaining calls are merged with the original text to create a new training sequence. This involves interleaving the API call and its result into the input text at the specific position where the call was made.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "3 Tools", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/3 Tools", - "level": 2, - "summary": "Section 3 describes five tools used to augment regular language models: a question answering system (Atlas), a calculator, a Wikipedia search engine (BM25), a machine translation system (NLLB), and a calendar API. The section details the specific implementations and constraints for each tool.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4 Experiments", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/4 Experiments", - "level": 2, - "summary": "Section 4.1 Experimental Setup describes the dataset generation process for the experiments. It specifies that a subset of CCNet is used as the language modeling dataset (C) and GPT-J is used as the language model (M). To reduce annotation costs, heuristics are defined to select subsets of C where API calls are likely to be helpful.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Appendix A", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A", - "level": 2, - "summary": "", - "chunk_count": 9, - "children": [ - { - "title": "Baseline Models", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/Baseline Models", - "level": 3, - "summary": "The section describes the baseline models used for comparison, including GPT-J (unfinetuned), GPT-J + CC (finetuned on a subset of CCNet without API calls), Toolformer (finetuned on a subset of CCNet augmented with API calls), and Toolformer (disabled) where API calls are disabled during decoding. It also mentions comparisons to larger models OPT (66B) and GPT-3 (175B).", - "chunk_count": 1, - "children": [] - }, - { - "title": "4.2 Downstream Tasks", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks", - "level": 3, - "summary": "Section 4.2 describes the evaluation setup for downstream tasks, focusing on a prompted zero-shot approach where models are instructed to solve tasks in natural language without provided examples. It contrasts this with prior work that uses dataset-specific examples and mentions comparisons against larger baseline models like OPT (66B) and GPT-3 (175B). The section also details the use of standard greedy decoding with a specific modification for Toolformer.", - "chunk_count": 6, - "children": [ - { - "title": "4.2.1 LAMA", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.1 LAMA", - "level": 4, - "summary": "Section 4.2.1 evaluates the Toolformer model on the LAMA benchmark, specifically using the SQuAD, Google-RE, and T-REx subsets to test fact completion tasks. The text explains that examples were filtered to ensure the mask token is the final token and that the Wikipedia Search API was disabled for Toolformer to prevent unfair advantages. Table 3 presents results showing that Toolformer significantly outperforms baseline models like GPT-J and larger models like OPT (66B) and GPT-3 (175B), achieving competitive scores with GPT-3 (175B). The section attributes this success to the model's ability to independently decide to use a question answering tool in almost all cases.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4.2.2 Math Datasets", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.2 Math Datasets", - "level": 4, - "summary": "Section 4.2.2 Math Datasets evaluates the mathematical reasoning abilities of models on three benchmarks: ASDiv, SVAMP, and MAWPS. The section describes a zero-shot evaluation setup using a lenient criterion where the model's prediction is checked for containing the first number after an equals sign. Table 4 presents results showing that Toolformer significantly outperforms baseline models (GPT-J, OPT, GPT-3) by leveraging a calculator tool in 97.9% of cases.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4.2.3 Question Answering", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.3 Question Answering", - "level": 4, - "summary": "Section 4.2.3 introduces the evaluation of question answering capabilities using three datasets: Web Questions, Natural Questions, and TriviaQA. The section specifies that for evaluation, the system checks if the correct answer is contained within the first 20 words predicted by the model rather than requiring an exact match. Additionally, it notes that for the Toolformer model, the question answering tool is disabled during this specific evaluation.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4.2.4 Multilingual Question Answering", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.4 Multilingual Question Answering", - "level": 4, - "summary": "Section 4.2.4 evaluates Toolformer and baseline models on the MLQA multilingual question-answering benchmark, where context is in English but questions are in Arabic, German, Spanish, Hindi, Vietnamese, or Simplified Chinese. Results (Table 6) show that using a machine translation API consistently improves performance across languages, with Toolformer outperforming GPT-J baselines in most cases except for some languages where finetuning on CCNet causes deterioration. OPT and GPT-3 perform poorly due to lack of multilingual training data.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4.2.5 Temporal Datasets", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.2 Downstream Tasks/4.2.5 Temporal Datasets", - "level": 4, - "summary": "Section 4.2.5 Temporal Datasets introduces the evaluation of models on temporal datasets to investigate the utility of a calendar API. It describes two datasets: TEMPLAMA, which contains cloze queries about facts that change over time (e.g., 'Cristiano Ronaldo plays for ___') based on Wikidata for years between 2010 and 2020; and DATESET, a new dataset generated using templates with random dates/durations (e.g., 'What day of the week was it 30 days ago?'). Both require knowledge of the current date to answer correctly.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "4.3 Language Modeling", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.3 Language Modeling", - "level": 3, - "summary": "Section 4.3 discusses the language modeling performance of the Toolformer model to ensure it does not degrade during finetuning with API calls. The authors evaluate their models on two datasets: WikiText and a subset of CCNet. Table 8 presents perplexity results for various models (GPT-J, GPT-J + CC, Toolformer) on these datasets, showing that adding API calls does not increase perplexity compared to training without them.", - "chunk_count": 1, - "children": [] - }, - { - "title": "4.4 Scaling Laws", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/Appendix A/4.4 Scaling Laws", - "level": 3, - "summary": "Section 4.4 investigates how the ability to use external tools affects performance as the size of the language model (LM) increases. The authors apply their approach to four smaller models from the GPT-2 family (124M, 355M, 775M, and 1.6B parameters) alongside GPT-J, using a subset of three tools: question answering, calculator, and Wikipedia search. The section reports that leveraging provided tools only emerges at around 775M parameters; smaller models perform similarly with or without tools. It is hypothesized that the Wikipedia search API is an exception because it is easy to use. As models grow larger, they improve at solving tasks both with and without API calls, but a large gap remains between predictions made with and without API calls even for the largest model.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "5 Analysis", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/5 Analysis", - "level": 2, - "summary": "The section titled '5 Analysis' begins by introducing a subsection on 'Decoding Strategy', which investigates the effects of a modified decoding strategy previously introduced in Section 4.2. The text explains that this strategy involves generating tokens differently than always generating the most probable one, though the full explanation is cut off at the bottom of the page.", - "chunk_count": 1, - "children": [] - }, - { - "title": "6 Related Work", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work", - "level": 2, - "summary": "This page presents experimental results and analysis regarding a model called Toolformer. Figure 4 displays line charts comparing the performance of Toolformer, Toolformer with disabled API calls, and GPT3 across LAMA, Math Benchmarks, and QA Benchmarks as model parameters increase. Table 9 details Toolformer's performance on T-REx and WebQS datasets for different values of k (the number of most likely tokens considered), showing metrics for overall performance, API call success, and non-call accuracy. The text discusses how increasing k leads to more API calls and improved performance, particularly on WebQS. A section titled 'Data Quality' qualitatively analyzes API calls generated by the approach, referencing Table 10 (not fully visible) and discussing filtering criteria based on score differences. The page concludes with the beginning of Section 6, 'Related Work,' which introduces approaches to augment language models with textual information during pretraining.", - "chunk_count": 3, - "children": [ - { - "title": "Tool Use", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work/Tool Use", - "level": 3, - "summary": "The section discusses approaches to equip language models (LMs) with the ability to use external tools such as search engines, web browsers, calculators, translation systems, and Python interpreters. It categorizes learning methods into those relying on large amounts of human supervision versus few-shot prompting setups. It also mentions TALM as a related self-supervised approach.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Bootstrapping", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/6 Related Work/Bootstrapping", - "level": 3, - "summary": "The section titled 'Bootstrapping' discusses the concept of using self-training and bootstrapping techniques to improve models. It lists various contexts where these methods have been investigated, including word sense disambiguation, relation extraction, parsing, sequence generation, and few-shot text classification.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "7 Limitations", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/7 Limitations", - "level": 2, - "summary": "The section outlines several limitations of the Toolformer approach. Key issues include the inability to use tools in a chain (using one tool's output as another's input) because API calls are generated independently, and the lack of support for interactive tool usage like search engines. Additionally, models are sensitive to prompt wording, the method is sample-inefficient (requiring large datasets for few examples), and it does not account for the computational cost of making API calls.", - "chunk_count": 1, - "children": [] - }, - { - "title": "8 Conclusion", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/8 Conclusion", - "level": 2, - "summary": "The section introduces Toolformer, a language model designed to learn self-supervised usage of various tools like search engines and calculators through simple API calls. The model is finetuned on sampled API calls filtered by their ability to reduce perplexity on future tokens. It is noted that Toolformer significantly improves zero-shot performance compared to larger models.", - "chunk_count": 1, - "children": [] - }, - { - "title": "References", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/References", - "level": 2, - "summary": "[SAME-AS Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/7 Limitations p11] Aakanksha Chowdhery, Sharan Narang, Jacob Devlin, Maarten Bosma, Gaurav Mishra, Adam Roberts, Paul Barham, Hyung Won Chung, Charles Sutton, Sebastian Gehrmann, Parker Schuh, Kensen Shi, Sasha Tsvyashchenko, Joshua Maynez, Abhishek Rao, Parker Barnes, Yi Tay, Noam Shazeer, Vin- odkumar Prabhakaran, Emily Reif, Nan Du, Ben Hutchinson, Reiner Pope, James Bradbury, Jacob Austin, Michael Isard, Guy Gur-Ari, Pengcheng Yin, Toju Duke, Anselm Levskaya, Sanjay Ghe- mawat, Sunipa Dev, Henryk Michalewski, Xavier Garcia, Vedant Misra, Kevin Robinson, Liam Fe- dus, Denny Zhou, Daphne Ippolito, David Luan, Hyeontaek Lim, Barret Zoph, Alexander Spiridonov, Ryan Sepassi, David Dohan, Shivani Agrawal, Mark Omernick, Andrew M. Dai, Thanumalayan Sankara- narayana Pillai, Marie Pellat, Aitor Lewkowycz, Erica Moreira, Rewon Child, Oleksandr Polozov, Katherine Lee, Zongwei Zhou, Xuezhi Wang, Bren- nan Saeta, Mark Diaz, Orhan Firat, Michele Catasta, Jason Wei, Kathy Meier-Hellstern, Douglas Eck, Jeff Dean, Slav Petrov, and Noah Fiedel. 2022. Palm: Scaling language modeling with pathways. Karl Cobbe, Vineet Kosaraju, Mohammad Bavarian, Mark Chen, Heewoo Jun, Lukasz Kaiser, Matthias Plappert, Jerry Tworek, Jacob Hilton, Reiichiro Nakano, et al. 2021. Training verifiers to solve math word problems...Zhang, Stephen Roller, Naman Goyal, Mikel Artetxe, Moya Chen, Shuohui Chen, Christopher De- wan, Mona Diab, Xian Li, Xi Victoria Lin, Todor Mi- haylov, Myle Ott, Sam Shleifer, Kurt Shuster, Daniel Simig, Punit Singh Koura, Anjali Sridhar, Tianlu Wang, and Luke Zettlemoyer. 2022. Opt: Open pre- trained transformer language models.", - "chunk_count": 4, - "children": [] - }, - { - "title": "A API Details", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details", - "level": 2, - "summary": "", - "chunk_count": 5, - "children": [ - { - "title": "A.1 Implementation", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.1 Implementation", - "level": 3, - "summary": "Section A.1 Implementation details the specific models and tools used for four tasks: Question Answering (Atlas model), Calculator (Python script with basic operators), Calendar (date extraction from URLs), and Machine Translation (600M parameter NLLB). It also describes data filtering heuristics applied to the CCNet dataset, such as language detection using fastText and token chunking.", - "chunk_count": 1, - "children": [] - }, - { - "title": "A.2 Prompts", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts", - "level": 3, - "summary": "Section A.2 lists the specific prompts used to sample API calls for the Question Answering and Calculator tools. For Question Answering, the prompt instructs the model to add API calls to text to answer questions, providing examples of input/output pairs involving Joe Biden and Coca-Cola. For the Calculator tool, the prompt begins by defining the task as adding calls to a Calculator API.", - "chunk_count": 4, - "children": [ - { - "title": "Wikipedia Search", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Wikipedia Search", - "level": 4, - "summary": "The section titled 'Wikipedia Search' explains how to use a Wikipedia Search API to look up information. It provides examples of input prompts and corresponding outputs, such as searching for the meaning of colors on the Ghana flag and risks associated with nanomaterial production.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Machine Translation", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Machine Translation", - "level": 4, - "summary": "The section titled 'Machine Translation' explains how to use a Machine Translation API. It instructs the user to complete text by using the tool with the syntax '[MT(text)]', where 'text' is the input to be translated into English. The section provides three examples: translating a book title from Portuguese, translating a German phrase about Morris de Jonge's work, and translating Chinese text regarding Gaochun district in Nanjing.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Calendar", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/A API Details/A.2 Prompts/Calendar", - "level": 4, - "summary": "This section explains the usage of a Calendar API tool designed to add calls for processing text. It provides instructions on how to invoke the API using the syntax \"[Calendar()]\" and includes an example where the input 'Today is the first Friday of the year' is processed.", - "chunk_count": 1, - "children": [] - } - ] - } - ] - }, - { - "title": "B Toolformer Training", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/B Toolformer Training", - "level": 2, - "summary": "The section details the training configuration for Toolformer, specifying a maximum of 25k examples per API, a sequence length of 1,024, and an effective batch size of 128. It notes that models are trained using DeepSpeed's ZeRO-3 on 8 NVIDIA A100 40GB GPUs with BF16 precision. The training runs for up to 2k steps, evaluating perplexity (PPL) every 500 steps on a small development set from CCNet containing 1,000 examples.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C Zero-Shot Prompts", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts", - "level": 2, - "summary": "", - "chunk_count": 4, - "children": [ - { - "title": "C.1 LAMA and TEMPLAMA", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.1 LAMA and TEMPLAMA", - "level": 3, - "summary": "Section C.1 describes the zero-shot prompt used for both LAMA and TEMPLAMA tasks. The prompt instructs the model to complete an input text 'x' so that it is factually correct.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C.2 Math Benchmarks", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.2 Math Benchmarks", - "level": 3, - "summary": "Section C.2 Math Benchmarks describes the prompt format used for math benchmarks, which involves providing a context (x) and a question (q) followed by 'The answer is.'", - "chunk_count": 1, - "children": [] - }, - { - "title": "C.3 Question Answering", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.3 Question Answering", - "level": 3, - "summary": "Section C.3 describes the prompt format used for question answering datasets, including DATESET. The method involves prefixing the question with 'Answer the following question:' and appending a question mark if one is not already present.", - "chunk_count": 1, - "children": [] - }, - { - "title": "C.4 Multilingual Question Answering", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/C Zero-Shot Prompts/C.4 Multilingual Question Answering", - "level": 3, - "summary": "Section C.4 describes the prompt format used for Multilingual Question Answering (MLQA). It specifies that given a context x and a question q, the task is to answer the question in English.", - "chunk_count": 1, - "children": [] - } - ] - }, - { - "title": "D DATESET", - "path": "Toolformer: Language Models Can Teach Themselves to Use Tools.pdf/Root/D DATESET", - "level": 2, - "summary": "Section D describes the creation of the DATESET dataset. It involves randomly selecting 500 'current dates' and generating relative past/future dates within a four-year range to fill query templates found in Table 11. The section provides an example query ('How many days ago was August 14, 2020?') and explains that a Calendar tool is used to return the current date (e.g., 'Today is Sunday, November 20, 2020').", - "chunk_count": 1, - "children": [] - } - ] - } - ], - "resources": { - "images": [ - { - "path": "images/image_page_1_figure_1.png", - "summary": "Figure 1: Exemplary predictions of Toolformer. [images/image_page_1_figure_1.png]" - }, - { - "path": "images/image_page_2_figure_1.png", - "summary": "Figure 2: Key steps in our approach, illustrated for a question answering tool [images/image_page_2_figure_1.png]" - }, - { - "path": "images/image_page_3_figure_1.png", - "summary": "An exemplary prompt P(x) used to generate API calls for the question answering tool. [images/image_page_3_figure_1.png]" - }, - { - "path": "images/image_page_9_figure_1.png", - "summary": "Figure 4: Average performance on LAMA, our math benchmarks and our QA benchmarks for GPT-2 models of different sizes and GPT-J finetuned with our approach, both with and without API calls. 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It lists the authors Jan Platoš and Radek Svoboda, the date May 5, 2026, and their affiliation with the Department of Computer Science at VSB - Technical University of Ostrava.", - "page_nums": [ - 1 - ], - "keywords": [ - "Jan Platoš", - "Radek Svoboda", - "Department of Computer Science", - "Faculty of Electrical Engineering and Computer Science", - "VSB - Technical University of Ostrava" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_4df12add-23cc-5ed6-9548-3b6f18909422", - "type": "page", - "content": "[SAME-AS Deep Learning - Transformer Network.pdf/Root/Deep Learning p1]\n\nTransformer network\n\nTransformer network\n• Recurrent neural network works in synchronized serial way.\n• This prevent efficient computation in parallel.\n• The attention-mechanism looks at an input sequence and decides at each\nstep which other parts of the sequence are important.\n• The attention mechanism helps the decoder to focus on the important part\nof the input sequence.\n1\n\nTransformer network - Attention- What it is?\n• Allows the model to focus on relevant parts\nof the input when processing each word.\n• Inspired by how humans read – we don’t\nprocess all words equally.\n• For each word:\n• Computes how much attention it should\npay to every other word in the sentence.\n• Creates a weighted sum of all word\nrepresentations.\n• Output: a context-aware representation of\neach word in the sentence.\n2\n\nTransformer network - Query, Key, and Value\n• Each input word is projected into three vectors:\n• Query (Q) – What we are looking for.\n• Key (K) – What each word offers.\n• Value (V) – The content/information of each word.\n• For each word, compute attention weights:\nAttention(Q, K, V) = softmax\n \nQKT\np\ndk\n!\nV\n• The result is a new representation that captures the context of the word.\n3\n\nTransformer network - Attention\n4\n\nTransformer network - Attention\n5\n\nTransformer network - Attention\n• The attention allows you to look at the totality of a sentence to make\nconnections between any particular word and its relevant context.\n• For each input that the LSTM (Encoder) reads, the attention-mechanism takes\ninto account several other inputs at the same time and decides which ones\nare important by attributing different weights to those inputs.\n• The Decoder will then take as input the encoded sentence and the weights\nprovided by the attention-mechanism.\n6\n\nTransformer network - Attention\n• Transformer is a novel architecture\nthat utilize Attention to process\nSequence2Sequence tasks.\n• It consist on Encoder and Decoder\nbut they are not based on the\nrecurrent connections.\n• Encoder and Decoder are composed\nof modules that can be stacked on\ntop of each other multiple times\n(Nx).\n7\n\nTransformer network - Positional encoding- What is?\n• Transformers do not have recurrence or convolution.\n• Therefore, they have no built-in sense of word order.\n• Positional encoding injects information about the position of each token in\nthe sequence.\n• These encodings are added to the input embeddings.\n• Uses sinusoidal functions to ensure unique and continuous position\nrepresentation.\n8\n\nTransformer network - Positional encoding- Formula\nPE(pos,2i) = sin\n\u0010\npos\n100002i/dmodel\n\u0011\nPE(pos,2i+1) = cos\n\u0010\npos\n100002i/dmodel\n\u0011\n• pos is the position in the sequence (e.g., 0, 1, 2, ...).\n• i is the dimension index.\n• dmodel is the total dimension of the embedding vector.\n9\n\nTransformer network - Positional encoding- Formula\n10", - "path": "Deep Learning - Transformer Network.pdf/Root/Transformer network", - "metadata": { - "length": 2896, - "summary": "This section introduces the Transformer network, contrasting it with recurrent neural networks by highlighting its ability to perform parallel computation. It explains the core concept of the attention mechanism, which allows the model to focus on relevant parts of an input sequence, inspired by human reading. The section details how each word is projected into Query (Q), Key (K), and Value (V) vectors to compute attention weights using a specific formula, resulting in a new context-aware representation for each word.", - "page_nums": [ - 1, - 2, - 3, - 4, - 5, - 6, - 7, - 8, - 9, - 10, - 11, - 12 - ], - "keywords": [ - "Jan Platoš", - "Radek Svoboda", - "Department of Computer Science", - "Faculty of Electrical Engineering and Computer Science", - "VŠB - Technical University of Ostrava" - ], - "connect_to": [ - { - "target": "asset_56e51dc3-c9d9-5f70-92c7-cd86bb4369df", - "relation": "embeds", - "ref": "[images/image_page_4_figure_1.png]" - }, - { - "target": "asset_44a932b9-0d2e-5ae6-9783-51dcecdcba34", - "relation": "embeds", - "ref": "[images/image_page_6_figure_1.png]" - }, - { - "target": "asset_6d8f112e-dd7c-534f-ba4a-cde98e3c2ca9", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - }, - { - "target": "asset_aeef09aa-8bbe-5d26-9158-93a517801f38", - "relation": "embeds", - "ref": "[images/image_page_9_figure_1.png]" - }, - { - "target": "asset_8efcf1dd-2bab-52da-9283-fdada9dd99dd", - "relation": "embeds", - "ref": "[images/image_page_12_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_5e806dd9-cc49-5879-9345-25e46132be1c", - "type": "page", - "content": "Transformer network - Positional encoding- Notes\n• Sinusoidal functions are used to provide:\n• Unique yet smoothly varying encoding for each position.\n• Ability to interpolate or generalize to longer sequences.\n• Simple mathematical patterns that can capture relative distances.\n• Alternative: learned positional encodings\n• Positional vectors are trainable.\n• More flexible, but limited to sequence lengths seen during training.\n• Without PE:\n• Model loses word order completely (e.g., “dog bites man” = “man bites dog”).\n11", - "path": "Deep Learning - Transformer Network.pdf/Root/Transformer network/Sinusoidal functions are used to provide:", - "metadata": { - "length": 525, - "summary": "This section outlines the benefits of using sinusoidal functions for positional encoding in Transformer networks. It highlights that these functions provide a unique yet smoothly varying encoding for each position, allow for interpolation or generalization to longer sequences, and utilize simple mathematical patterns to capture relative distances.", - "page_nums": [ - 13 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_f249d065-8516-5eff-af9f-ccc30ab5e391", - "type": "page", - "content": "[SAME-AS Deep Learning - Transformer Network.pdf/Root/Transformer network/Sinusoidal functions are used to provide: p13]", - "path": "Deep Learning - Transformer Network.pdf/Root/Transformer network/Alternative: learned positional encodings", - "metadata": { - "length": 120, - "summary": "This section describes an alternative to sinusoidal positional encodings known as learned positional encodings. It notes that in this approach, the positional vectors are trainable parameters. While this method offers more flexibility, it is limited to handling sequence lengths that were seen during the training phase.", - "page_nums": [ - 13 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_9edf6b35-1fef-5308-bc56-894933738273", - "type": "page", - "content": "[SAME-AS Deep Learning - Transformer Network.pdf/Root/Transformer network/Sinusoidal functions are used to provide: p13]\n\nTransformer network - Positional encoding- Comparison\n12\n\nTransformer network - Multi-head Attention- What is?\n• Instead of computing attention once, we do it in parallel multiple times\n(heads).\n• Each head learns different projections of Q, K, V with its own parameters:\nheadi = Attention(QWQ\ni , KWK\ni , VWV\ni )\n• All heads are concatenated and projected again:\nMultiHead(Q, K, V) = Concat(head1, ..., headh)WO\n• This allows the model to jointly attend to information from different\nrepresentation subspaces.\n13\n\nTransformer network - Multi-head Attention\n14\n\nTransformer network - Multi-head Attention\n• Multi-head attention = multiple attention mechanisms in parallel.\n• Each head uses its own learned projection matrices:\nQWQ\ni ,\nKWK\ni ,\nVWV\ni\n• Different heads can focus on different types of relationships (e.g. syntax,\nsemantics).\n• The outputs of all heads are concatenated and linearly projected:\nConcat(head1, ..., headh)WO\n15\n\nTransformer network - Multi-head Attention\n• Encoder and decoder use multi-head attention differently:\n• Encoder: attends to all positions in the input.\n• Decoder: attends to previous positions (masked).\n• Encoder-decoder: decoder attends to encoder output.\n16", - "path": "Deep Learning - Transformer Network.pdf/Root/Transformer network/Without PE:", - "metadata": { - "length": 1321, - "summary": "The section titled 'Without PE' explains the critical role of positional encoding in Transformer networks. It states that without positional encoding (PE), a model loses the ability to understand word order, treating sentences with the same words but different arrangements as identical.", - "page_nums": [ - 13, - 14, - 15, - 16, - 17, - 18 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_dd03a048-28c2-5b98-903d-fe7da2181d27", - "relation": "embeds", - "ref": "[images/image_page_14_figure_1.png]" - }, - { - "target": "asset_4b2c864f-2a80-557e-a04b-8f1a38d1a926", - "relation": "embeds", - "ref": "[images/image_page_16_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_c658a800-2d3f-573c-b78e-a182d111ad02", - "type": "page", - "content": "Transformer network - Training\nTraining a Transformer (Seq2Seq model):\n• Uses teacher forcing – the true previous output is fed into the decoder.\n• The target sequence is right-shifted by one position.\n• A token is added at the beginning, and at the end.\n• A causal mask ensures decoder only sees previous positions.\n• Loss is computed between decoder output and original target sequence.\n17\n\nTransformer network - Training- Decoder Preparation\n• The target sequence is right-shifted to prevent the model from copying input.\n• A token is added at the beginning, and at the end.\n• A causal mask ensures that each decoder step sees only previous tokens.\n• The loss is computed against the original (unshifted) target sequence.\n18", - "path": "Deep Learning - Transformer Network.pdf/Root/Training a Transformer (Seq2Seq model):", - "metadata": { - "length": 751, - "summary": "The section details the training process for a Transformer Seq2Seq model, specifically focusing on decoder preparation. It explains that teacher forcing is used where the true previous output is fed into the decoder. The target sequence is right-shifted by one position to prevent the model from copying input, with and tokens added at the beginning and end respectively. A causal mask ensures the decoder only sees previous positions during each step. Finally, the loss is computed between the decoder output and the original (unshifted) target sequence.", - "page_nums": [ - 19, - 20 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 19, - "artifact_ref": "page_citation_assets/page-19.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_2bf0dbc9-61d1-592b-967f-844268f97bee", - "type": "page", - "content": "Transformer network - Inference\nInference – autoregressive decoding:\n1. Input the full encoder sequence.\n2. Start decoder with token.\n3. Predict the first output token.\n4. Append it to the decoder input and repeat.\n5. Stop when the model predicts .\nAt each step, the decoder sees its own past outputs and the encoder context.\n19\n\nTransformer network - Inference\n20\n\nTransformer network - BERT\n• BERT - Bidirectional Encoder Representations from Transformers.\n• Uses a Transformer-based network with pre-trained deep bidirectional\nrepresentations from unlabeled text by jointly conditioning on both left and\nright context in all layers.\n• BERT makes use of Transformer, an attention mechanism that learns\ncontextual relations between words (or sub-words) in a text.\n• Transformer includes two separate mechanisms — an encoder that reads the\ntext input and a decoder that produces a prediction for the task. Since BERT’s\ngoal is to generate a language model, only the encoder mechanism is\nnecessary.\n21\n\nTransformer network - BERT\n• As opposed to directional models, which read the text input sequentially\n(left-to-right or right-to-left), the Transformer encoder reads the entire\nsequence of words at once.\n• Therefore it is considered bidirectional, though it would be more accurate to\nsay that it’s non-directional. This characteristic allows the model to learn the\ncontext of a word based on all of its surroundings (left and right of the word).\n• The input is a sequence of tokens, which are first embedded into vectors and\nthen processed in the neural network.\n• The output is a sequence of vectors of size H, in which each vector\ncorresponds to an input token with the same index.\n• When training language models, there is a challenge of defining a prediction\ngoal.\n22\n\nTransformer network - BERT\n23\n\nTransformer network - BERT - Masked LM\n• Before feeding word sequences into BERT, 15% of the words in each sequence\nare replaced with a [MASK] token.\n• The model then attempts to predict the original value of the masked words,\nbased on the context provided by the other, non-masked, words in the\nsequence.\n• In technical terms, the prediction of the output words requires:\n1. Adding a classification layer on top of the encoder output.\n2. Multiplying the output vectors by the embedding matrix, transforming them\ninto the vocabulary dimension.\n3. Calculating the probability of each word in the vocabulary with softmax.\n• The BERT loss function takes into consideration only the prediction of the\nmasked values and ignores the prediction of the non-masked words.\n24\n\nTransformer network - BERT - Next Sentence Prediction (NSP)\n• In the BERT training process, the model receives pairs of sentences as input\nand learns to predict if the second sentence in the pair is the subsequent\nsentence in the original document.\n• During training, 50% of the inputs are a pair in which the second sentence is\nthe subsequent sentence in the original document, while in the other 50% a\nrandom sentence from the corpus is chosen as the second sentence.\n• The assumption is that the random sentence will be disconnected from the\nfirst sentence.\n25\n\nTransformer network - BERT - Next Sentence Prediction (NSP)\n• To help the model distinguish between the two sentences in training, the\ninput is processed in the following way before entering the model:\n1. A [CLS] token is inserted at the beginning of the first sentence and a [SEP] token\nis inserted at the end of each sentence.\n2. A sentence embedding indicating Sentence A or Sentence B is added to each\ntoken. Sentence embeddings are similar in concept to token embeddings with a\nvocabulary of 2.\n3. A positional embedding is added to each token to indicate its position in the\nsequence. The concept and implementation of positional embedding are\npresented in the Transformer paper.\n26\n\nTransformer network - BERT - Next Sentence Prediction (NSP)\n27\n\nTransformer network - BERT - Next Sentence Prediction (NSP)\n• To predict if the second sentence is indeed connected to the first, the\nfollowing steps are performed:\n1. The entire input sequence goes through the Transformer model.\n2. The output of the [CLS] token is transformed into a 2×1 shaped vector, using a\nsimple classification layer (learned matrices of weights and biases).\n3. Calculating the probability of IsNextSequence with softmax.\n• When training the BERT model, Masked LM and Next Sentence Prediction are\ntrained together, with the goal of minimizing the combined loss function of\nthe two strategies.\n28\n\nTransformer network - BERT - How to use BERT (Fine-tuning)\n• BERT can be used for a wide variety of language tasks, while only adding a\nsmall layer to the core model:\n1. Classification tasks such as sentiment analysis are done similarly to Next\nSentence classification, by adding a classification layer on top of the\nTransformer output for the [CLS] token.\n2. In Question Answering tasks (e.g. SQuAD v1.1), the software receives a question\nregarding a text sequence and is required to mark the answer in the sequence.\nUsing BERT, a Q&A model can be trained by learning two extra vectors that mark\nthe beginning and the end of the answer.\n3. In Named Entity Recognition (NER), the software receives a text sequence and is\nrequired to mark the various types of entities (Person, Organization, Date, etc)\nthat appear in the text. Using BERT, a NER model can be trained by feeding the\noutput vector of each token into a classification layer that predicts the NER\nlabel.\n29\n\nTransformer network - References i\n1. What is a Transformer? by Maxime,\nhttps://medium.com/inside-machine-learning/\nwhat-is-a-transformer-d07dd1fbec04\n2. A Beginner’s Guide to Attention Mechanisms and Memory Networks https:\n//wiki.pathmind.com/attention-mechanism-memory-network\n3. What is Teacher Forcing for Recurrent Neural Networks? by Jason Brownlee\nhttps://machinelearningmastery.com/\nteacher-forcing-for-recurrent-neural-networks/\n4. Positional Encoding: Everything You Need to Know by Darjan Salaj\nhttps://www.inovex.de/de/blog/\npositional-encoding-everything-you-need-to-know\n30\n\nTransformer network - References ii\n5. Luong, Minh-Thang, Hieu Pham, and Christopher D. Manning. ”Effective\napproaches to attention-based neural machine translation.” arXiv preprint\narXiv:1508.04025 (2015).\n6. Devlin, Jacob, et al. ”Bert: Pre-training of deep bidirectional transformers for\nlanguage understanding.” arXiv preprint arXiv:1810.04805 (2018).\n7. BERT Explained: State of the art language model for NLP by Rani Horev\nhttps://towardsdatascience.com/\nbert-explained-state-of-the-art-language-model-for-nlp-f8b21a\n8. Understanding BERT Transformer: Attention isn’t all you need by Damien\nSileo https://medium.com/synapse-dev/\nunderstanding-bert-transformer-attention-isnt-all-you-need-58\n31", - "path": "Deep Learning - Transformer Network.pdf/Root/Inference – autoregressive decoding:", - "metadata": { - "length": 6781, - "summary": "The section titled 'Inference – autoregressive decoding' outlines the step-by-step process for generating text with a Transformer model. The procedure involves inputting the full encoder sequence, starting the decoder with a special start-of-sequence token (), predicting the first output token, and then iteratively appending each new prediction to the decoder's input until an end-of-sequence token () is generated. A key characteristic highlighted is that at every step, the decoder has access to its own previously generated outputs as well as the context from the encoder.", - "page_nums": [ - 21, - 22, - 23, - 24, - 25, - 26, - 27, - 28, - 29, - 30, - 31, - 32, - 33 - ], - "keywords": [], - "connect_to": [ - { - "target": "asset_38e0e68e-dd28-5c97-80c8-8970c67d091d", - "relation": "embeds", - "ref": "[images/image_page_22_figure_1.png]" - }, - { - "target": "asset_892ca85f-b88a-5eee-a484-7963ad828844", - "relation": "embeds", - "ref": "[images/image_page_25_figure_1.png]" - }, - { - "target": "asset_af94d033-fb2a-5e38-8f28-9e8d54c0e97a", - "relation": "embeds", - "ref": "[images/image_page_29_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - }, - { - "page_num": 33, - "artifact_ref": "page_citation_assets/page-33.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - }, - { - "chunk_id": "node_403d5c01-8676-5c27-9a3f-a7327eec73e7", - "type": "page", - "content": "Questions?", - "path": "Deep Learning - Transformer Network.pdf/Root/Questions?", - "metadata": { - "length": 10, - "summary": "", - "page_nums": [ - 34 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 34, - "artifact_ref": "page_citation_assets/page-34.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 908, - "height": 511 - } - ] - } - } - ] -} diff --git a/apps/api/app/data/demo_documents/stem-deep-learning-transformer-network/doc_nav.json b/apps/api/app/data/demo_documents/stem-deep-learning-transformer-network/doc_nav.json deleted file mode 100644 index 06e63f4c1..000000000 --- a/apps/api/app/data/demo_documents/stem-deep-learning-transformer-network/doc_nav.json +++ /dev/null @@ -1,133 +0,0 @@ -{ - "version": "1.0", - "file_name": "Deep Learning - Transformer Network.pdf", - "stats": { - "total_chunks": 18, - "text_chunks": 0, - "image_chunks": 10, - "table_chunks": 0, - "page_chunks": 8, - "max_depth": 3 - }, - "sections": [ - { - "title": "Root", - "path": "Deep Learning - Transformer Network.pdf/Root", - "level": 1, - "summary": "", - "chunk_count": 37, - "children": [ - { - "title": "Deep Learning", - "path": "Deep Learning - Transformer Network.pdf/Root/Deep Learning", - "level": 2, - "summary": "The slide serves as a title page for a presentation or document section on Deep Learning, specifically focusing on Transformer networks. 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It explains that teacher forcing is used where the true previous output is fed into the decoder. The target sequence is right-shifted by one position to prevent the model from copying input, with and tokens added at the beginning and end respectively. A causal mask ensures the decoder only sees previous positions during each step. Finally, the loss is computed between the decoder output and the original (unshifted) target sequence.", - "chunk_count": 2, - "children": [] - }, - { - "title": "Inference – autoregressive decoding:", - "path": "Deep Learning - Transformer Network.pdf/Root/Inference – autoregressive decoding:", - "level": 2, - "summary": "The section titled 'Inference – autoregressive decoding' outlines the step-by-step process for generating text with a Transformer model. The procedure involves inputting the full encoder sequence, starting the decoder with a special start-of-sequence token (), predicting the first output token, and then iteratively appending each new prediction to the decoder's input until an end-of-sequence token () is generated. A key characteristic highlighted is that at every step, the decoder has access to its own previously generated outputs as well as the context from the encoder.", - "chunk_count": 13, - "children": [] - }, - { - "title": "Questions?", - "path": "Deep Learning - Transformer Network.pdf/Root/Questions?", - "level": 2, - "summary": "Questions?", - "chunk_count": 1, - "children": [] - } - ] - } - ], - "resources": { - "images": [ - { - "path": "images/image_page_4_figure_1.png", - "summary": "[images/image_page_4_figure_1.png]" - }, - { - "path": "images/image_page_6_figure_1.png", - "summary": "Self-Attention Heatmap [images/image_page_6_figure_1.png]" - }, - { - "path": "images/image_page_7_figure_1.png", - "summary": "[images/image_page_7_figure_1.png]" - }, - { - "path": "images/image_page_9_figure_1.png", - "summary": "Figure 1: The Transformer - model architecture. [images/image_page_9_figure_1.png]" - }, - { - "path": "images/image_page_12_figure_1.png", - "summary": "Sinusoid absolute positional encoding [images/image_page_12_figure_1.png]" - }, - { - "path": "images/image_page_14_figure_1.png", - "summary": "Transformer network - Positional encoding- Comparison [images/image_page_14_figure_1.png]" - }, - { - "path": "images/image_page_16_figure_1.png", - "summary": "Figure 2: (left) Scaled Dot-Product Attention. (right) Multi-Head Attention consists of several attention layers running in parallel. [images/image_page_16_figure_1.png]" - }, - { - "path": "images/image_page_22_figure_1.png", - "summary": "Transformer Inference (Autoregressive Decoding) [images/image_page_22_figure_1.png]" - }, - { - "path": "images/image_page_25_figure_1.png", - "summary": "Transformer network - BERT [images/image_page_25_figure_1.png]" - }, - { - "path": "images/image_page_29_figure_1.png", - "summary": "[images/image_page_29_figure_1.png]" - } - ], - "tables": [] - } -} diff --git a/apps/api/app/data/demo_documents/stem-deep-learning-transformer-network/images/image_page_12_figure_1.png b/apps/api/app/data/demo_documents/stem-deep-learning-transformer-network/images/image_page_12_figure_1.png deleted file mode 100644 index fe804b2df..000000000 Binary files a/apps/api/app/data/demo_documents/stem-deep-learning-transformer-network/images/image_page_12_figure_1.png and /dev/null differ diff --git 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Rosasco course slides and videos from MIT 9.520:\nStatistical Learning Theory and Applications.\n▶P. Liang course notes from Stanford CS229T: Statistical Learning\nTheory.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Course Material", - "metadata": { - "length": 518, - "summary": "This page lists the main resources for a course, including classes and slides. It also details several books and other materials relevant to Statistical Learning Theory, such as 'Understanding Machine Learning' by Shalev-Shwartz and Ben-David, and course notes from Stanford.", - "page_nums": [ - 3 - ], - "keywords": [ - "S. Shalev-Shwartz", - "S. Ben-David", - "Cambridge University Press", - "O. Bousquet", - "S. Boucheron", - "G. Lugosi", - "T. Poggio", - "L. Rosasco", - "MIT", - "P. 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It illustrates four distinct applications of structured prediction through visual examples: Image Captioning (showing object localization and classification), Movie Ranking (using Netflix as an example to show user preference ordering), Speech Recognition (depicting the phrase 'Ok Google'), and Protein Folding (showing the transition from a sequence to a 3D structure).", - "page_nums": [ - 10 - ], - "keywords": [ - "Netflix", - "Google" - ], - "connect_to": [ - { - "target": "asset_c266f0ec-6de7-520c-8d82-cd5d4ed7b9eb", - "relation": "embeds", - "ref": "[images/image_page_10_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_d8ee9366-033a-52ee-83a4-38f0377c64d9", - "type": "page", - "content": "Formulating The Learning Problem\n\nFormulating the Learning Problem\nMain ingredients:\n▶X input and Y output spaces.\n▶ρ uknown distribution on X × Y.\n▶ℓ: Y × Y →R a loss function measuring the discrepancy ℓ(y, y′)\nbetween any two points y, y′ ∈Y.\nWe would like to minimize the expected risk\nminimize\nf:X→Y\nE(f)\nE(f) =\nZ\nX×Y\nℓ(f(x), y) dρ(x, y)\nThe expected prediction error incurred by a predictor3 f : X →Y.\n3only measurable predictors are considered.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem", - "metadata": { - "length": 450, - "summary": "This section outlines the main ingredients for formulating a learning problem: input and output spaces (X and Y), an unknown distribution (ρ) on their product space, and a loss function (ℓ). It defines the objective as minimizing the expected risk E(f), which represents the expected prediction error incurred by a predictor f.", - "page_nums": [ - 11, - 12 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - }, - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_d8ab34a8-9a63-5c64-a64b-87831aa4145d", - "type": "page", - "content": "Input Space\nLinear Spaces\n▶Vectors\n▶Matrices\n▶Functions\n“Structured” Spaces\n▶Strings\n▶Graphs\n▶Probabilities\n▶Points on a manifold\n▶. . .", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Input Space/Linear Spaces", - "metadata": { - "length": 136, - "summary": "The section titled 'Linear Spaces' lists three types of mathematical objects that fall under this category: Vectors, Matrices, and Functions.", - "page_nums": [ - 13 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_06a5567e-5d1e-580f-9048-62c1afe301f1", - "type": "page", - "content": "[SAME-AS Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Input Space/Linear Spaces p13]", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Input Space/\"Structured\" Spaces", - "metadata": { - "length": 125, - "summary": "The section titled \"Structured\" Spaces\" lists examples of non-linear data structures used as input spaces, including strings, graphs, probabilities, and points on a manifold.", - "page_nums": [ - 13 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_efc3e811-217c-514c-8502-114154a4a255", - "type": "page", - "content": "Output Space\nLinear Spaces, e.g.\n▶Y = R regression\n▶Y = {1, . . . , T} classification\n▶Y = RT multi-task\n“Structured” Spaces, e.g.\n▶Strings\n▶Graphs\n▶Probabilities\n▶Orders (i.e. Ranking)\n▶. . .", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Output Space/Linear Spaces, e.g.", - "metadata": { - "length": 191, - "summary": "The section titled 'Linear Spaces, e.g.' lists three examples of linear output spaces used in machine learning: regression (where the output space is the set of real numbers), classification (where the output space is a finite set of integers from 1 to T), and multi-task learning (where the output space is a vector space of dimension T).", - "page_nums": [ - 14 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_3d5d00e3-42d9-55c1-a4f4-2d99217a129f", - "type": "page", - "content": "[SAME-AS Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Output Space/Linear Spaces, e.g. p14]", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Output Space/\"Structured\" Spaces, e.g.", - "metadata": { - "length": 132, - "summary": "The section titled \"Structured\" Spaces, e.g. lists examples of structured output spaces used in machine learning or related fields. These include Strings, Graphs, Probabilities, and Orders (specifically Ranking), indicating types of outputs that have internal structure beyond simple linear values.", - "page_nums": [ - 14 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_78ce090e-6ae1-5902-8f8d-ca4362e9db9f", - "type": "page", - "content": "Probability Distribution\nInformally: the distribution ρ on X × Y encodes the probability of getting\na pair (x, y) ∈X × Y when observing (sampling from) the unknown\nprocess.\nThroughout the course we will assume ρ(x, y) = ρ(y|x)ρX (x)\n▶ρX (x) marginal distribution on X.\n▶ρ(y|x) conditional distribution on Y given x ∈X.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Probability Distribution", - "metadata": { - "length": 318, - "summary": "The page defines the concept of a probability distribution, denoted as ρ on X × Y. It explains that this distribution encodes the probability of observing a pair (x, y) from an unknown process. The text further breaks down the joint distribution into its components: the marginal distribution on X and the conditional distribution on Y given x.", - "page_nums": [ - 15 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_401e4a88-d782-5dba-a28e-5be9b2dc7c29", - "type": "page", - "content": "Conditional Distribution\nρ(y|x) characterizes the relation between a given input x and the\npossible outcomes y that could be observed.\nIn noisy settings it represents the uncertainty in our observations.\nExample: y = f∗(x) + ϵ, with f∗: X →R the “true” function and\nϵ ∼N(0, σ) Gaussian distributed noise. Then:\nρ(y|x) = N(f∗(x), σ)", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Conditional Distribution", - "metadata": { - "length": 331, - "summary": "The page defines the concept of a conditional distribution, denoted as ρ(y|x), which characterizes the relationship between an input x and possible outcomes y. It explains that in noisy settings, this represents uncertainty. An example is provided where y equals a true function f*(x) plus Gaussian distributed noise ε, leading to the conclusion that the conditional distribution is a normal distribution centered at f*(x).", - "page_nums": [ - 16 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_3393d770-44a3-5d2d-84f1-952449bc2705", - "type": "page", - "content": "Loss Functions\nThe loss function\nℓ: Y × Y →[0, +∞)\nrepresents the cost ℓ(f(x), y) incurred when predicting f(x) instead of y.\nIt is part of the problem formulation:\nE(f) =\nZ\nℓ(f(x), y) dρ(x, y)\nThe minimizer of the risk (if it exists) is “chosen” by the loss.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Loss Functions", - "metadata": { - "length": 259, - "summary": "This page defines the concept of a loss function in machine learning, denoted as ℓ. It explains that the loss function represents the cost incurred when predicting f(x) instead of the true value y. The text further presents the mathematical formulation for expected risk, E(f), defined as the integral of the loss over the probability distribution ρ(x,y).", - "page_nums": [ - 17 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_3f2189a3-6fe1-50e5-9fb3-8d80ddce34c6", - "type": "page", - "content": "Loss Functions for Regression\nL(y, y′) = L(y −y′)\n▶Square loss L(y, y′) = (y −y′)2,\n▶Absolute loss L(y, y′) = |y −y′|,\n▶ϵ-insensitive L(y, y′) = max(|y −y′| −ϵ, 0),\n1.0\n0.5\n0.5\n1.0\n0.2\n0.4\n0.6\n0.8\n1.0\nSquare Loss\nAbsolute\ninsensitive\n-\nImage credits: Lorenzo Rosasco.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Loss Functions/Loss Functions for Regression", - "metadata": { - "length": 267, - "summary": "The page presents a slide titled 'Loss Functions for Regression,' which defines three common loss functions used in machine learning: Square loss, Absolute loss, and epsilon-insensitive loss. It provides the mathematical formula for each function and includes a chart that visually compares their behavior over a range of values from -1.0 to 1.0.", - "page_nums": [ - 18 - ], - "keywords": [ - "Lorenzo Rosasco" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_2e10d8bb-456c-579e-b804-cd71dcc47d7f", - "type": "page", - "content": "Loss Functions for Classification\nL(y, y′) = L(−yy′)\n▶0-1 loss L(y, y′) = 1{−yy′>0}\n▶Square loss L(y, y′) = (1 −yy′)2,\n▶Hinge-loss L(y, y′) = max(1 −yy′, 0),\n▶logistic loss L(y, y′) = log(1 + exp(−yy′)),\n1\n2\n0.5\n1.0\n1.5\n2.0\n0 1 loss\nsquare loss\nHinge\nloss\nLogistic\nloss\n0.5\nImage credits: Lorenzo Rosasco.\n\nFormulating the Learning Problem\nThe relation between X and Y encoded by the distribution ρ is unknown\nin reality. The only way we have to access a phenomenon is from finite\nobservations.\nThe goal of a learning algorithm is therefore to find a good\napproximation fn : X →Y for the minimizer of expected risk\ninf\nf:X→Y E(f)\nfrom a finite set of examples (xi, yi)n\ni=1 sampled independently from ρ.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Formulating The Learning Problem/Loss Functions/Loss Functions for Classification", - "metadata": { - "length": 699, - "summary": "The section titled 'Loss Functions for Classification' defines the general property of a loss function L(y, y') = L(-yy'). It then lists four specific types of loss functions used in classification: 0-1 loss, Square loss, Hinge-loss, and logistic loss, providing the mathematical formula for each. A graph at the bottom visualizes these four loss functions over a range of values.", - "page_nums": [ - 19, - 20 - ], - "keywords": [ - "Lorenzo Rosasco" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 19, - "artifact_ref": "page_citation_assets/page-19.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - }, - { - "page_num": 20, - "artifact_ref": "page_citation_assets/page-20.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_2608198c-ce2c-5388-a83c-522a8ba16ac7", - "type": "page", - "content": "Defining Learning Algorithms\nLet S = S\nn∈N(X × Y)n be the set of all finite datasets on X × Y.\nDenote F the set of all measurable functions f : X →Y. A learning\nalgorithm is a map\nA : S →F\nS 7→A(S) : X →Y\nTo highlight our interest in studying the relation between the size of a\ntraining set S = (xi, yi)n\ni=1 and the corresponding predictor produced by\nan algorithm A, we will often denote (with some abuse of notation)\nfn = A\n\u0010\n(xi, yi)n\ni=1\n\u0011\n\nNon-deterministic Learning Algorithms\nWe can also consider stochastic algorithms, where the estimator fn is not\nautomatically determined by the training set.\nIn these cases, given a dataset S ∈S, an algorithm A(S) can be seen as\na distribution on F and its output is one sample from A(S).\nUnder this interpretation a deterministic algorithm corresponds to A(S)\nbeing a Dirac’s delta.\n\nFormulating the Learning Problem\nGiven a training set, we would like a learning algorithm to find a “good”\npredictor fn.\nWhat does “good” mean? That it has small error (or excess risk) with\nrespect to the best solution of the learning problem.\nExcess Risk\nE(fn) −inf\nf∈F E(f)", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Defining Learning Algorithms", - "metadata": { - "length": 1103, - "summary": "The section defines learning algorithms as maps from datasets to functions, introduces non-deterministic (stochastic) algorithms where the output is a distribution rather than a fixed function, and formulates the learning problem by defining 'good' predictors in terms of minimizing excess risk relative to the best possible solution.", - "page_nums": [ - 21, - 22, - 23 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 21, - "artifact_ref": "page_citation_assets/page-21.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - }, - { - "page_num": 22, - "artifact_ref": "page_citation_assets/page-22.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - }, - { - "page_num": 23, - "artifact_ref": "page_citation_assets/page-23.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_cda14a19-6d21-5b3e-a20a-f0bdbfd7d21e", - "type": "page", - "content": "The Elements of Learning Theory", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory", - "metadata": { - "length": 31, - "summary": "", - "page_nums": [ - 24 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 24, - "artifact_ref": "page_citation_assets/page-24.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_772c8923-44fd-56c0-bddf-1a4ceebf9267", - "type": "page", - "content": "Consistency\nIdeally we would like the learning algorithm to be consistent\nlim\nn→+∞E(fn) −inf\nf∈F E(f) = 0\nNamely that (asymptotically) our algorithm “solves” the problem.\nHowever fn = A(S) is a random variable: the points in the training set\nS = (xi, yi)n\ni=1 are randomly sampled from ρ.\nSo what do we mean by E(fn) →inf E(f)?", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency", - "metadata": { - "length": 327, - "summary": "This page defines the concept of consistency in learning algorithms. It states that an algorithm is consistent if, as the sample size approaches infinity, the error of the learned function converges to the infimum of the error over all possible functions. The text notes that since the training set is randomly sampled, the learned function is a random variable, and poses the question of how to interpret this convergence.", - "page_nums": [ - 25 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 25, - "artifact_ref": "page_citation_assets/page-25.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_082237da-f30c-54c2-9a20-debe01ce9a67", - "type": "page", - "content": "Convergence of Random Variables\nConvergence in expectation:\nlim\nn→+∞E\n\u0014\nE(fn) −inf\nf∈F E(f)\n\u0015\n= 0\nConvergence in probability:\nlim\nn→+∞P\n\u0012\nE(fn) −inf\nf∈F E(f) > ϵ\n\u0013\n= 0\n∀ϵ > 0\nMany other notions of convergence of random variables exist!", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Convergence of Random Variables/Convergence in expectation:", - "metadata": { - "length": 235, - "summary": "The section defines convergence in expectation, stating that the limit as n approaches infinity of the expected value of the difference between E(f_n) and the infimum of E(f) over f in F is equal to zero.", - "page_nums": [ - 26 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_d6fe48d3-8bdf-587c-9750-5df2b572148f", - "type": "page", - "content": "[SAME-AS Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Convergence of Random Variables/Convergence in expectation: p26]", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Convergence of Random Variables/Convergence in probability:", - "metadata": { - "length": 170, - "summary": "The section titled 'Convergence in probability' defines this concept using a mathematical limit formula. It states that the probability of the difference between E(f_n) and the infimum of E(f) over F being greater than epsilon approaches zero as n approaches infinity, for all epsilon greater than 0.", - "page_nums": [ - 26 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 26, - "artifact_ref": "page_citation_assets/page-26.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_e13deff4-bd26-5d25-ad84-f0019a5ffe23", - "type": "page", - "content": "Consistency vs Convergence of the Estimator\nNote that we are only interested in guaranteeing that the risk of our\nestimator will converge to the best possible value\nE(fn) →inf\nf∈F E(f)\nbut we are not directly interested in determining whether fn →f ∗(in\nsome norm) where f ∗: X →Y is a minimizer of the expected risk\nE(f ∗) =\ninf\nf:X→Y E(f)\nActually, the risk could even not admit a minimizer f ∗(although typically\nit will).\nThis is a main difference with several settings such as compressive\nsensing and inverse problems.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Consistency vs Convergence of the Estimator", - "metadata": { - "length": 522, - "summary": "The page discusses the distinction between consistency and convergence of an estimator, focusing on the goal of ensuring that the risk of an estimator converges to the best possible value. It presents mathematical expressions defining this convergence and contrasts it with determining whether a sequence of estimators converges to a minimizer of the expected risk. The text notes that in some cases, such as compressive sensing and inverse problems, a minimizer may not exist.", - "page_nums": [ - 27 - ], - "keywords": [ - "compressive sensing", - "inverse problems" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 27, - "artifact_ref": "page_citation_assets/page-27.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_4f6c14da-b5f5-58a4-b6a7-81e2162cd3f6", - "type": "page", - "content": "Existence of a Minimizer for the Risk\nHowever, the existence of f ∗can be useful in several situations.\nLeast Squares. ℓ(f(x), y) = (f(x) −y)2. Then\nE(f) −E(f ∗) = ∥f −f ∗∥L2(X,ρ)\nLipschitz Loss. |ℓ(z, y) −ℓ(z′, y)| ≤L|z −z′|\nE(f) −E(f ∗) ≤L∥f −f ∗∥L1(X,ρ)\nConvergence fn →f ∗(in L1 or L2 norm respectively) automatically\nguarantees consistency!", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Existence of a Minimizer for the Risk/Least Squares.", - "metadata": { - "length": 345, - "summary": "The section defines the Least Squares loss function as ℓ(f(x), y) = (f(x) - y)^2. It presents a mathematical relationship showing that the difference in risk between a function f and its minimizer f* is equal to the squared L2 norm of their difference, specifically ||f - f*||_{L^2(X, ρ)}.", - "page_nums": [ - 28 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_b1ec6f06-b289-5780-868a-8f6b7fbdadf4", - "type": "page", - "content": "[SAME-AS Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Existence of a Minimizer for the Risk/Least Squares. p28]", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Consistency/Existence of a Minimizer for the Risk/Lipschitz Loss.", - "metadata": { - "length": 163, - "summary": "The section titled 'Lipschitz Loss' defines the Lipschitz condition for a loss function, stating that the difference in loss values is bounded by a constant L times the distance between inputs. It presents the resulting inequality relating the excess risk to the L1 norm of the difference between a function and its minimizer. The text concludes by noting that convergence in either L1 or L2 norms guarantees consistency.", - "page_nums": [ - 28 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 28, - "artifact_ref": "page_citation_assets/page-28.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_d5395849-b4a9-5b7c-b1d7-988f356e9511", - "type": "page", - "content": "Measuring the “Quality” of a Learning Algorithm\nIs consistency enough? Well no. It does not provide a quantitative\nmeasure of how “good” a learning algorithm is.\nIn other words, question: how do we compare two learning algorithms?\nAnswer: via their Learning Rates, namely the “speed” at which the\nexcess risk goes to zero as n increases.\nExample: Expectation\nE\n\u0014\nE(fn) −inf\nf∈F E(f)\n\u0015\n= O(n−α)\nfor some α > 0.\nWe can compare two algorithms by determining which one has a faster\nlearning rate (i.e. larger exponent α).", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Measuring the “Quality” of a Learning Algorithm", - "metadata": { - "length": 517, - "summary": "This page discusses the concept of measuring the quality of a learning algorithm, arguing that consistency alone is insufficient and proposing 'Learning Rates' as a quantitative metric. It explains that algorithms can be compared by their excess risk convergence speed as sample size increases, illustrated with an expectation formula showing O(n^-alpha) decay.", - "page_nums": [ - 29 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 29, - "artifact_ref": "page_citation_assets/page-29.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_b262db79-359f-5584-a71c-fcb010cd0a7d", - "type": "page", - "content": "Sample Complexity, Error Bounds and Tail Bounds\nSample Complexity: minimum number n(ϵ, δ) of training points the\nalgorithm needs to achieve an excess risk lower than ϵ with at least\nprobability 1 −δ:\nP\n\u0012\nE(fn(ϵ,δ)) −inf\nf∈F E(f) ≤ϵ\n\u0013\n≥1 −δ\nError Bounds: Upper bound ϵ(δ, n) > 0 on the excess risk of fn which\nholds with probability larger than 1 −δ\nP\n\u0012\nE(fn) −inf\nf∈F E(f) ≤ϵ(δ, n)\n\u0013\n≥1 −δ\nTail Bounds: Lower bound δ(ϵ, n) ∈(0, 1) on the probability that fn will\nhave excess risk larger than ϵ\nP\n\u0012\nE(fn) −inf\nf∈F E(f) ≤ϵ\n\u0013\n≥1 −δ(ϵ, n)", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Sample Complexity, Error Bounds and Tail Bounds", - "metadata": { - "length": 534, - "summary": "This page defines three key concepts in statistical learning theory: Sample Complexity, Error Bounds, and Tail Bounds. It provides formal mathematical definitions for each, using probability notation to describe the relationship between training points (n), excess risk, and confidence levels (epsilon and delta).", - "page_nums": [ - 30 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 30, - "artifact_ref": "page_citation_assets/page-30.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_c3eb967a-4e43-5e44-a4ce-fa45ff7ac824", - "type": "page", - "content": "Empirical Risk as a Proxy\nIf ρ is unknown... how can we say anything about E(fn) −inff∈F E(f)?\nWe have “glimpses” of ρ only via the samples (xi, yi)n\ni=1. Can we use\nthem to gather some information about ρ (or better, on E(f))?\nConsider function f : X →Y and its empirical risk\nEn(f) = 1\nn\nn\nX\ni=1\nℓ(f(xi), yi)\nA simple calculation shows that\nES∼ρn(En(f)) = 1\nn\nn\nX\ni=1\nE(xi,yi)∼ρ(ℓ(f(xi), yi)) = 1\nn\nn\nX\ni=1\nE(f) = E(f)\nThe expectation of En(f) is the expected risk E(f)!", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Empirical Risk as a Proxy", - "metadata": { - "length": 472, - "summary": "The page discusses the concept of using empirical risk as a proxy for true expected risk when the underlying probability distribution is unknown. It defines the empirical risk function based on a sample set and demonstrates through calculation that the expectation of the empirical risk equals the true expected risk.", - "page_nums": [ - 31 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 31, - "artifact_ref": "page_citation_assets/page-31.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_4fc64d20-1e57-5a61-9d90-c5e7091fbd11", - "type": "page", - "content": "Empirical Vs Expected\nHow close is En(f) to E(f) with respect to the number n of training\npoints?\nConsider i.i.d. random variables X and (Xi)n\ni=1. Let ¯Xn = 1\nn\nPn\ni=1 Xi.\nThen\nE[( ¯Xn −E(X))2] = Var( ¯Xn) = Var(X)\nn\nTherefore the expected (squared) distance between the empirical mean of\nthe Xi and their expectation E(X) goes to zero as O(1/n) (Assuming X\nto have finite variance).\nIf Xi = ℓ(f(xi), yi), we have ¯Xn = En(f) and therefore\nE[(En(f) −E(f))2] = Var(ℓ(f(x), y))\nn", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Empirical Risk as a Proxy/Empirical Vs Expected", - "metadata": { - "length": 477, - "summary": "This page discusses the convergence of empirical risk to expected risk in machine learning. It mathematically demonstrates that the squared distance between the empirical mean and the expectation goes to zero as O(1/n), assuming finite variance. The text derives a formula showing that the expected squared difference between the empirical risk E_n(f) and the true risk E(f) is equal to the variance of the loss function divided by n.", - "page_nums": [ - 32 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 32, - "artifact_ref": "page_citation_assets/page-32.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_40dc0247-a9a7-53dc-ae80-82f2e7407828", - "type": "page", - "content": "Empirical Vs Expected Risk\nIf Xi = ℓ(f(xi), yi), we have ¯Xn = En(f) and therefore\nE[(En(f) −E(f))2] = Var(ℓ(f(x), y))\nn\nIn particular\nE[|En(f) −E(f)|] ≤\nr\nVar(ℓ(f(x), y))\nn\n\nEmpirical Vs Expected\nAssume for simplicity that there exists a minimizer f∗: X →Y of the\nexpected risk\nE(f∗) = inf\nf∈F E(f)\nFor any function f : X →Y we can decompose the excess risk as\nE(f) −E(f∗) =\nE(f) −En(f) + En(f) −En(f∗) + En(f∗) −E(f∗),\nrecalling the definition En(f) := 1\nn\nPn\ni=1 ℓ(f(xi), yi) of the empirical risk.\nNote that this in particularly then also holds for fn, which we will use\nbelow. We can therefore leverage on the statistical relation between En\nand E to study the expected risk in terms of the empirical risk.\nThis perspective leads to one of the most well-established strategies on\nSLT: Empirical Risk Minimization", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Empirical Risk as a Proxy/Empirical Vs Expected Risk", - "metadata": { - "length": 816, - "summary": "The section titled 'Empirical Vs Expected Risk' discusses the relationship between empirical risk and expected risk in statistical learning theory. It presents mathematical derivations showing how the variance of the loss function relates to the difference between empirical and expected risk, particularly through inequalities involving sample size n. The content also introduces the concept of excess risk decomposition and mentions Empirical Risk Minimization as a key strategy.", - "page_nums": [ - 33, - 34 - ], - "keywords": [ - "SLT" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 33, - "artifact_ref": "page_citation_assets/page-33.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - }, - { - "page_num": 34, - "artifact_ref": "page_citation_assets/page-34.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_f91cb4f3-63b5-533d-bebb-8d947b179728", - "type": "page", - "content": "Empirical Risk Minimization\nLet fn be the minimizer of the empirical risk\nfn = argmin\nf∈F\nEn(f)\nThen we automatically have En(fn) −En(f∗) ≤0 (for any choice of\ntraining set).\nThen\nE E(fn) −E(f∗) ≤E E(fn) −En(fn)\n(why?)\nWe can focus on studying only the generalization error\nE E(fn) −En(fn)", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Empirical Risk Minimization", - "metadata": { - "length": 289, - "summary": "The page presents mathematical derivations related to Empirical Risk Minimization. It defines the minimizer of empirical risk (f_n) and establishes an inequality showing that the difference between empirical risk and true risk is non-positive. The text then introduces a focus on studying generalization error, represented by the difference between expected risk and empirical risk.", - "page_nums": [ - 35 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 35, - "artifact_ref": "page_citation_assets/page-35.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_8ec5d45c-a111-5ed1-88d6-e93a8b87ac8d", - "type": "page", - "content": "Generalization Error\nHow can we control the generalization error\nEn(fn) −E(fn)\nwith respect to the number n of examples?\nThis question is far from trivial...\n(and it is one of the main subject of SLT)\nIndeed, En and fn both depend on the sampled training data. Therefore,\nwe cannot use the result\nE [ |En(fn) −E(fn)| ] ≤O(1/√n)\nwhich indeed will not be true in general... (next class).", - "path": "Introduction to Statistical Learning Theory.pdf/Root/The Elements of Learning Theory/Generalization Error", - "metadata": { - "length": 385, - "summary": "The page discusses the concept of generalization error in machine learning, specifically how to control the difference between empirical risk (E_n) and true risk (E) with respect to the number of training examples (n). It notes that this is a central topic in Statistical Learning Theory (SLT) because both terms depend on the sampled data. The text concludes by stating that a common bound involving O(1/sqrt(n)) is not generally true.", - "page_nums": [ - 36 - ], - "keywords": [ - "SLT" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 36, - "artifact_ref": "page_citation_assets/page-36.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_ec031278-4edb-5234-bc1f-037c68105de1", - "type": "page", - "content": "A Taxonomy of Supervised Learning Problems\n\nA Taxonomy of Supervised Learning Problems\nIn practice we can have many different problems and scenarios:\n▶Parametric Vs Non-parametric learning\n▶Fixed design Vs random design\n▶Transductive Vs inductive learning\n▶Offline/batch Vs online/adversarial learning\nDifferent goals and assumptions but similar tools to study/solve them!", - "path": "Introduction to Statistical Learning Theory.pdf/Root/A Taxonomy of Supervised Learning Problems", - "metadata": { - "length": 368, - "summary": "The section titled 'A Taxonomy of Supervised Learning Problems' outlines various practical scenarios and distinctions in supervised learning. It lists four key dichotomies: parametric versus non-parametric learning, fixed design versus random design, transductive versus inductive learning, and offline/batch versus online/adversarial learning. The text concludes by noting that while these problems have different goals and assumptions, they often utilize similar tools for study and solution.", - "page_nums": [ - 37, - 38 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 37, - "artifact_ref": "page_citation_assets/page-37.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - }, - { - "page_num": 38, - "artifact_ref": "page_citation_assets/page-38.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_78a33771-0881-5753-8320-b28c89b9f3e3", - "type": "page", - "content": "Parametric Vs Non-parametric\nHow much do we know about the model?\n▶Parametric: assume the predictor to be modeled by a finite number\nof unknown parameters. Goal: find the parametrization that best fits\nthe observed data. In several scenario the goal is not in (only)\nhaving good predictions but rather use the recovered model for other\npurposes (e.g. identification).\n▶Non-parametric. allow the parametrization of the model to\nincrease in complexity as more examples are observed. Goal: find an\nestimator with optimal generalization performance (i.e. lowest\nexpected risk E).", - "path": "Introduction to Statistical Learning Theory.pdf/Root/A Taxonomy of Supervised Learning Problems/Parametric Vs Non-parametric", - "metadata": { - "length": 570, - "summary": "This page presents a comparison between parametric and non-parametric modeling approaches. It defines parametric models as those assuming a finite number of unknown parameters, with the goal of finding a parametrization that best fits observed data for purposes like identification. In contrast, it describes non-parametric models as allowing model complexity to increase with more examples, aiming for an estimator with optimal generalization performance (lowest expected risk).", - "page_nums": [ - 39 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 39, - "artifact_ref": "page_citation_assets/page-39.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_a63b1525-569e-534f-a6cc-ce5819b6a06c", - "type": "page", - "content": "Fixed Design Vs Random Design\nFrom experiment design...\n▶Fixed Design. Given training examples (xi, yi)n\ni=1, the goal is to\nachieve good estimates for ρ(y|xi) on the prescribed training inputs.\nNo distribution on the input data ρX is assumed/considered.\n1\nn\nn\nX\ni=1\nZ\nY\nℓ(f(xi), y) dρ(y|xi)\n▶Random Design. Agnostic about where the learned model will be\ntested. The goal is to make good predictions with respect to the\ndistribution ρ(x, y).", - "path": "Introduction to Statistical Learning Theory.pdf/Root/A Taxonomy of Supervised Learning Problems/Fixed Design Vs Random Design", - "metadata": { - "length": 441, - "summary": "The page presents a comparison between Fixed Design and Random Design in the context of experiment design. It defines Fixed Design as an approach where training examples are given, and the goal is to estimate conditional probabilities on prescribed inputs without assuming a distribution on the input data. A mathematical formula for the expected loss is provided. In contrast, Random Design is described as being agnostic about where the model will be tested, aiming to make good predictions with respect to the joint distribution of inputs and outputs.", - "page_nums": [ - 40 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 40, - "artifact_ref": "page_citation_assets/page-40.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_f4482288-e142-526f-9d2c-b6bc040053fc", - "type": "page", - "content": "Inductive Vs Transductive Learning\nDo we have access to the test set in advance?\n▶Transductive: the goal is to achieve good prediction performance\non a prescribed set of test points (˜xj)ntest\nj=1 provided in advance.\nTransductive learning ignores the effect of ρX on the risk but\nfocuses only on\n1\nntest\nntest\nX\nj=1\nZ\nY\nℓ(f(˜xj), y) dρ(y|˜xj)\n▶Inductive Agnostic about where the learned model will be tested.\nThe goal is to make good predictions with respect to the distribution\nρ(x, y).", - "path": "Introduction to Statistical Learning Theory.pdf/Root/A Taxonomy of Supervised Learning Problems/Inductive Vs Transductive Learning", - "metadata": { - "length": 487, - "summary": "This page defines and contrasts inductive versus transductive learning. It explains that transductive learning aims for good prediction performance on a specific, pre-specified set of test points provided in advance, focusing only on the risk associated with those points (represented by a mathematical formula). In contrast, inductive learning is agnostic about where the model will be tested and aims to make good predictions based on the general distribution of data.", - "page_nums": [ - 41 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 41, - "artifact_ref": "page_citation_assets/page-41.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_32a344f8-20be-584d-acab-b9e911a87e45", - "type": "page", - "content": "Offline/Batch Vs Online/Adversarial Learning\nHow do we observe samples from ρ?\n▶Offline/Batch: a finite sample of input-output examples\nindependently and identically distributed. Goal: minimize prediction\nerrors on new examples\n▶Online/Adversarial: We observe one input, propose a prediction\nand then observe the output. Goal: minimize the regret (i.e. choose\nthe estimator that would have made less mistakes).\nNote. The distribution could be adversarial: ρ(y|x, f(x)) instead of\nρ(y|x) can make things “hard” for us.", - "path": "Introduction to Statistical Learning Theory.pdf/Root/A Taxonomy of Supervised Learning Problems/Offline∕Batch Vs Online∕Adversarial Learning", - "metadata": { - "length": 512, - "summary": "This page defines and contrasts two learning paradigms: Offline/Batch Learning and Online/Adversarial Learning. It explains that Offline/Batch involves a finite sample of independent examples with the goal of minimizing prediction errors on new data, while Online/Adversarial involves observing inputs sequentially to propose predictions, aiming to minimize regret. A note at the bottom clarifies that the distribution can be adversarial, making the problem harder.", - "page_nums": [ - 42 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 42, - "artifact_ref": "page_citation_assets/page-42.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - }, - { - "chunk_id": "node_a92b091b-f6ac-5797-9fa5-976b27e4c092", - "type": "page", - "content": "Wrapping up\nThis class:\n▶Motivations and Examples\n▶Formulating the learning problem\n▶Brief introduction to Learning Theory\n▶A Taxonomy of supervised learning problems\nNext class: overfitting and the need for regularization...", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Wrapping up", - "metadata": { - "length": 224, - "summary": "This page is a 'Wrapping up' slide from a lecture or presentation. It summarizes the topics covered in the current class, including motivations, problem formulation, learning theory, and supervised learning taxonomies. It also previews the next class topic: overfitting and regularization.", - "page_nums": [ - 43 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 43, - "artifact_ref": "page_citation_assets/page-43.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 726, - "height": 545 - } - ] - } - } - ] -} diff --git a/apps/api/app/data/demo_documents/stem-introduction-statistical-learning-theory/doc_nav.json b/apps/api/app/data/demo_documents/stem-introduction-statistical-learning-theory/doc_nav.json deleted file mode 100644 index 34daa3656..000000000 --- a/apps/api/app/data/demo_documents/stem-introduction-statistical-learning-theory/doc_nav.json +++ /dev/null @@ -1,443 +0,0 @@ -{ - "version": "1.0", - "file_name": "Introduction to Statistical Learning Theory.pdf", - "stats": { - "total_chunks": 49, - "text_chunks": 0, - "image_chunks": 7, - "table_chunks": 0, - "page_chunks": 42, - "max_depth": 5 - }, - "sections": [ - { - "title": "Root", - "path": "Introduction to Statistical Learning Theory.pdf/Root", - "level": 1, - "summary": "", - "chunk_count": 49, - "children": [ - { - "title": "Class 1", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Class 1", - "level": 2, - "summary": "The title slide for 'Class 1' of a course on Statistical Learning Theory, presented by Carlo Ciliberto from the Department of Computer Science at UCL on October 5, 2018.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Introduction to Statistical Learning Theory", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Introduction to Statistical Learning Theory", - "level": 2, - "summary": "This section is the title slide for 'Class 1: Introduction to Statistical Learning Theory', presented by Carlo Ciliberto from the Department of Computer Science at UCL on October 5, 2018.", - "chunk_count": 1, - "children": [] - }, - { - "title": "Administrative Info", - "path": "Introduction to Statistical Learning Theory.pdf/Root/Administrative Info", - "level": 2, - "summary": "This page provides administrative details for a course, including class times (Fridays 14:00-15:30), location (Ground Floor Lecture Theater, Wilkins Building), and office hours. 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It states that an algorithm is consistent if, as the sample size approaches infinity, the error of the learned function converges to the infimum of the error over all possible functions. 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- }, - { - "chunk_id": "asset_49c5a783-289c-51d3-af0f-08599c8913ee", - "type": "image", - "content": "Figure 8.4 Information flow in causal self-attention.\n[images/image_page_5_figure_1.png]", - "path": "images/image_page_5_figure_1.png", - "metadata": { - "length": 88, - "summary": "", - "page_nums": [ - 5 - ], - "file_path": "images/image_page_5_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_903f9953-d90e-5092-872f-c301f7589ce8", - "type": "image", - "content": "Figure 8.5 Calculating the value of a3, the third element of a sequence using causal (left-to-right) self-attention.\n[images/image_page_7_figure_1.png]", - "path": "images/image_page_7_figure_1.png", - "metadata": { - "length": 151, - "summary": "", - "page_nums": [ - 7 - ], - "file_path": "images/image_page_7_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_791c4860-9d34-5725-8bc7-f37b0efca479", - "type": "image", - "content": "Figure 8.6 The multi-head attention computation for input xi, producing output ai.\n[images/image_page_9_figure_1.png]", - "path": "images/image_page_9_figure_1.png", - "metadata": { - "length": 117, - "summary": "", - "page_nums": [ - 9 - ], - "file_path": "images/image_page_9_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_f4996e85-863a-5c6d-96f1-487bee547f5e", - "type": "image", - "content": "Figure 8.7 The architecture of a transformer block showing the residual stream.\n[images/image_page_9_figure_2.png]", - "path": "images/image_page_9_figure_2.png", - "metadata": { - "length": 114, - "summary": "", - "page_nums": [ - 9 - ], - "file_path": "images/image_page_9_figure_2.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_f93ab39e-b01e-503e-a59f-90824ebe4635", - "type": "image", - "content": "Figure 8.8 An attention head can move information from token A's residual stream into token B's residual stream.\n[images/image_page_11_figure_1.png]", - "path": "images/image_page_11_figure_1.png", - "metadata": { - "length": 148, - "summary": "", - "page_nums": [ - 11 - ], - "file_path": "images/image_page_11_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_8327761b-c9db-513b-9ee5-0bd7da77ac83", - "type": "image", - "content": "Figure 8.9 The N × N QKT matrix showing how it computes all qi · kj comparisons in a single matrix multiple.\n[images/image_page_12_figure_1.png]", - "path": "images/image_page_12_figure_1.png", - "metadata": { - "length": 144, - "summary": "", - "page_nums": [ - 12 - ], - "file_path": "images/image_page_12_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_43639a03-2e04-5fab-8ea4-3c7c5ce6a8eb", - "type": "image", - "content": "Figure 8.10\n[images/image_page_13_figure_1.png]", - "path": "images/image_page_13_figure_1.png", - "metadata": { - "length": 47, - "summary": "", - "page_nums": [ - 13 - ], - "file_path": "images/image_page_13_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_6e409930-8a1d-5805-a096-52614add1aaa", - "type": "image", - "content": "Figure 8.11\n[images/image_page_13_figure_2.png]", - "path": "images/image_page_13_figure_2.png", - "metadata": { - "length": 47, - "summary": "", - "page_nums": [ - 13 - ], - "file_path": "images/image_page_13_figure_2.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_64f910d1-5d4c-548f-bd8a-592fccb1d504", - "type": "image", - "content": "Figure 8.12 Selecting the embedding vector for word V5 by multiplying the embedding matrix E with a one-hot vector with a 1 in index 5.\n[images/image_page_15_figure_1.png]", - "path": "images/image_page_15_figure_1.png", - "metadata": { - "length": 171, - "summary": "", - "page_nums": [ - 15 - ], - "file_path": "images/image_page_15_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_8e094532-1b3c-5ee3-9e05-bfea560d699c", - "type": "image", - "content": "Figure 8.13\n[images/image_page_16_figure_1.png]", - "path": "images/image_page_16_figure_1.png", - "metadata": { - "length": 47, - "summary": "", - "page_nums": [ - 16 - ], - "file_path": "images/image_page_16_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_adb7cc2d-4ddd-54e8-afcd-6cbaf49ad818", - "type": "image", - "content": "Figure 8.14\n[images/image_page_16_figure_2.png]", - "path": "images/image_page_16_figure_2.png", - "metadata": { - "length": 47, - "summary": "", - "page_nums": [ - 16 - ], - "file_path": "images/image_page_16_figure_2.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_180e0317-4e45-5842-9cca-6fd8d747600e", - "type": "image", - "content": "Figure 8.15 The language modeling head: the circuit at the top of a transformer that maps from the output embedding for token N from the last transformer layer (h_N^L) to a probability distribution over words in the vocabulary V.\n[images/image_page_18_figure_1.png]", - "path": "images/image_page_18_figure_1.png", - "metadata": { - "length": 265, - "summary": "", - "page_nums": [ - 18 - ], - "file_path": "images/image_page_18_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_24c3bc68-c04b-51f8-a286-2ab211e308ac", - "type": "image", - "content": "Figure 8.16 A transformer language model (decoder-only), stacking transformer blocks and mapping from an input token w_i to a predicted next token w_{i+1}.\n[images/image_page_19_figure_1.png]", - "path": "images/image_page_19_figure_1.png", - "metadata": { - "length": 191, - "summary": "", - "page_nums": [ - 19 - ], - "file_path": "images/image_page_19_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_a9c2e747-2c8a-542c-a492-826ff0254681", - "type": "image", - "content": "Figure 8.17 Training a transformer as a language model.\n[images/image_page_21_figure_1.png]", - "path": "images/image_page_21_figure_1.png", - "metadata": { - "length": 91, - "summary": "", - "page_nums": [ - 21 - ], - "file_path": "images/image_page_21_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_395e1e1b-8286-5559-be05-7ce5d3b60013", - "type": "image", - "content": "Figure 8.18\n[images/image_page_23_figure_1.png]", - "path": "images/image_page_23_figure_1.png", - "metadata": { - "length": 47, - "summary": "", - "page_nums": [ - 23 - ], - "file_path": "images/image_page_23_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_f096bed8-6316-5234-936e-0d07db7fa81c", - "type": "image", - "content": "Figure 8.19 The intuition of LoRA.\n[images/image_page_24_figure_1.png]", - "path": "images/image_page_24_figure_1.png", - "metadata": { - "length": 70, - "summary": "", - "page_nums": [ - 24 - ], - "file_path": "images/image_page_24_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "asset_9aeba682-3b10-5896-a6ca-a283034ea4a4", - "type": "image", - "content": "Figure 8.20 An induction head looking at vintage uses the prefix matching mechanism to find a prior instance of vintage, and the copying mechanism to predict that cars will occur again.\n[images/image_page_25_figure_1.png]", - "path": "images/image_page_25_figure_1.png", - "metadata": { - "length": 221, - "summary": "", - "page_nums": [ - 25 - ], - "file_path": "images/image_page_25_figure_1.png", - "keywords": [], - "tokens": [] - } - }, - { - "chunk_id": "node_32c6cb1d-732b-5cbf-a544-dac7114e917d", - "type": "page", - "content": "Speech and Language Processing.\nDaniel Jurafsky & James H. Martin.\nCopyright © 2026.\nAll\nrights reserved.\nDraft of January 6, 2026.\nCHAPTER\n8\nTransformers\n“The true art of memory is the art of attention ”\nSamuel Johnson, Idler #74, September 1759\nIn this chapter we introduce the transformer, the standard architecture for build-\ning large language models. As we discussed in the prior chapter, transformer-based\nlarge language models have completely changed the field of speech and language\nprocessing. Indeed, every subsequent chapter in this textbook will make use of them.\nAs with the previous chapter, we’ll focus for this chapter on the use of transformers\nto model left-to-right (sometimes called causal or autoregressive) language model-\ning, in which we are given a sequence of input tokens and predict output tokens one\nby one by conditioning on the prior context.\nLayer Norm\n+\nLayer Norm\nMultiHead\nAttention\nFeedforward\nSoftmax\nPositional\nUnembedding\nEmbedding\n+\nresidual\nstream\nN times\noutput probabilities (over tokens)\n+\ninput token\nLayer Norm\n+\nLayer Norm\nMultiHead\nAttention\nFeedforward\nresidual\nstream\nN times\n+\nFigure 8.1\nA transformer decoder for language modeling, showing the residual stream for\nprocessing an input token. A single token is embedded and passed forward in the network,\nwith the feedforward and attention components adding information. The multihead attention\nlayer takes inputs (not shown in detail) from the neighboring token streams. This is thus one\ncolumn of an autoregressive transformer language model, taking an input token and outputting\na distribution over next tokens.\nFig. 8.1 sketches the transformer architecture following a single token as it is\npasses up through the layers of the network. Each token is first converted to an\nembedding from the embedding matrix E. Recall from Chapter 6 in Section ??\nthat E is a linear layer that maps a token id to a vector embedding representing that\ntoken. Each token in the vocabulary has an initial embedding representation in E.", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/CHAPTER 8 Transformers", - "metadata": { - "length": 2018, - "summary": "This page introduces Chapter 8, titled 'Transformers,' from the textbook 'Speech and Language Processing' by Daniel Jurafsky and James H. Martin. The text outlines the chapter's focus on using transformer architectures for causal language modeling. It features Figure 8.1, a diagram illustrating a transformer decoder for processing a single input token through layers including embedding, multihead attention, feedforward networks, and unembedding to produce output probabilities.", - "page_nums": [ - 1 - ], - "keywords": [ - "Daniel Jurafsky", - "James H. Martin", - "Samuel Johnson" - ], - "connect_to": [ - { - "target": "asset_ab9f0fb4-7d84-5860-9c51-a84a3679b5af", - "relation": "embeds", - "ref": "[images/image_page_1_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 1, - "artifact_ref": "page_citation_assets/page-1.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_9285750d-ddd9-5236-923b-d03c91964c49", - "type": "page", - "content": "2\nCHAPTER 8\n•\nTRANSFORMERS\nTransformers also have a special mechanism for encoding the position/index of the\ntoken in the input string, which is simply added to the embedding. The resulting\nembedding represents both the word and its position. and is then passed through a\nset of N transformer blocks.\nIt’s common to think of each of these transformer blocks as part of a stream in\nwhich the input embedding is directly passed up to the output, while simultaneously\nbeing enriched by the application of various processing modules: the multi-head\nattention layer, feedforward networks and the layer normalization. The value of the\nstream at any layer is the sum of the original embedding and all the outputs from all\nthe previous layers and blocks.\nThe core intuition of the transformer, and the component that distinguishes it\nfrom the feedforward layers we saw in Chapter 6, is this multi-head attention layer,\nalso called a self-attention layer. Attention can be thought of as a way to build\ncontextual representations of a token’s meaning by attending to and integrating\ninformation from surrounding tokens, helping the model learn how tokens relate to\neach other over large spans. It can also be thought of as a way to move information\nfrom one residual stream to another, augmenting the stream at one token position\nwith information from another token position.\nAfter the N transformer blocks we take the output embedding that is produced\nby the final transformer block, pass it through an linear unembedding matrix U\nand then a softmax over the vocabulary to generate a distribution over possible next\ntokens. These last two components (the unembedding matrix and the softmax) are\nsometimes called the language modeling head. In the rest of this chatper we’ll\nintroduce attention and the rest of these modules in more detail.\nFig. ?? shows the transformer architecture applied to a context window with\nthe words So long and thanks for, showing at each token position what is the\nmost likely token to be generated. In this full figure, the set of N blocks maps an\nentire context window of input vectors (x1,...,xn) to a window of output vectors\n(h1,...,hn) of the same length. A column might contain from 12 to 96 or more\nstacked blocks. The arrows in the figure shows how information from the hidden\nrepresentations of preceding tokens is incorporated into the transformer block.\nTransformer-based language models are complex, and so the details will unfold\nover this chapter and the next few chapters. Chapter 7 already discussed how lan-\nguage models are pretrained, and how tokens are generated via sampling. In the\nrest of this chapter we’ll introduce multi-head attention, the rest of the transformer\nblock, and the input encoding and language modeling head components of the trans-\nformer. Chapter 9 introduces masked language modeling and the BERT family of\nbidirectional transformer encoder models. Chapter 10 shows how to instruction-\ntune language models to perform NLP tasks, and how to align the model with hu-\nman preferences. Chapter 12 will introduce machine translation with the encoder-\ndecoder architecture. And we’ll see application of the transformer to speech recog-\nnition, as well as further use of the encoder-decoder architecture, in Chapter 15.\n8.1\nAttention\nRecall from Chapter 5 that for word2vec and other static embeddings, the repre-\nsentation of a word’s meaning is always the same vector irrespective of the context:\nthe word chicken, for example, is always represented by the same fixed vector. So\na static vector for the word it might somehow encode that this is a pronoun used\n\n8.1\n•\nATTENTION\n3\nStacked\nTransformer\nBlocks\nSo\nlong\nand\nthanks\nfor\nlong\nand\nthanks\nfor\nNext token\nall\n…\n…\n…\nU\nInput tokens\nx1\nx2\nLanguage\nModeling\nHead\nx3\nx4\nx5\nInput\nEncoding\nE\n1\n+\nE\n2\n+\nE\n3\n+\nE\n4\n+\nE\n5\n+\n…\n…\n…\n…\n…\nU\nU\nU\nU\n…\nlogits\nlogits\nlogits\nlogits\nlogits\nFigure 8.2\nThe architecture of a (left-to-right) transformer, showing how each input token\nget encoded, passed through a set of stacked transformer blocks, and then a language model\nhead that predicts the next token. The embeddings at each token position in the residual\nstream are passed up the stack, and the arrows in the figure shows how information from the\nhidden representations of preceding tokens are also incorporated.\nfor animals and inanimate entities. But in context it has a much richer meaning.\nConsider it in one of these two sentences:\n(8.1) The chicken didn’t cross the road because it was too tired.\n(8.2) The chicken didn’t cross the road because it was too wide.\nIn (8.1) it is the chicken (i.e., the reader knows that the chicken was tired), while\nin (8.2) it is the road (and the reader knows that the road was wide).1 That is, if\nwe are to compute the meaning of this sentence, we’ll need the meaning of it to be\nassociated with the chicken in the first sentence and associated with the road in\nthe second one, sensitive to the context.\nFurthermore, consider reading left to right like a causal language model, pro-\ncessing the sentence up to the word it:\n(8.3) The chicken didn’t cross the road because it\nAt this point we don’t yet know which thing it is going to end up referring to! So a\nrepresentation of it at this point might have aspects of both chicken and road as\nthe reader is trying to guess what happens next.\nThis fact that words have rich linguistic relationships with other words that may\nbe far away pervades language. Consider two more examples:\n(8.4) The keys to the cabinet are on the table.\n(8.5) I walked along the pond, and noticed one of the trees along the bank.\nIn (8.4), the phrase The keys is the subject of the sentence, and in English and many\nlanguages, must agree in grammatical number with the verb are; in this case both are\nplural. In English we can’t use a singular verb like is with a plural subject like keys\n(we’ll discuss agreement more in Chapter 18). In (8.5), we know that bank refers\nto the side of a pond or river and not a financial institution because of the context,\nincluding words like pond. (We’ll discuss word senses more in Chapter 9.)\n1\nWe say that in the first example it corefers with the chicken, and in the second it corefers with the\nroad; we’ll return to this in Chapter 23.", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.1 Attention", - "metadata": { - "length": 6231, - "summary": "This section introduces the concept of attention in transformer models, contrasting it with static embeddings like word2vec where a word's representation is fixed regardless of context. It explains that attention allows for dynamic representations by integrating information from surrounding tokens. The text uses examples to illustrate how pronouns (e.g., 'it') and ambiguous words (e.g., 'bank') are disambiguated based on their context within a sentence. Figure 8.2 illustrates the architecture of a left-to-right transformer, showing how input tokens are encoded, passed through stacked transformer blocks, and processed by a language modeling head to predict the next token.", - "page_nums": [ - 2, - 3 - ], - "keywords": [ - "Chapter 5", - "word2vec", - "Figure 8.2" - ], - "connect_to": [ - { - "target": "asset_270905ce-1264-549c-9c60-e52b7c07fb0d", - "relation": "embeds", - "ref": "[images/image_page_3_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 2, - "artifact_ref": "page_citation_assets/page-2.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 3, - "artifact_ref": "page_citation_assets/page-3.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_b97c3798-4427-58a0-8fb7-acc826e026a6", - "type": "page", - "content": "4\nCHAPTER 8\n•\nTRANSFORMERS\nThe point of all these examples is that these contextual words that help us com-\npute the meaning of words in context can be quite far away in the sentence or para-\ngraph. Transformers can build contextual representations of word meaning, contex-\ntual embeddings, by integrating the meaning of these helpful contextual words. In a\ncontextual\nembeddings\ntransformer, layer by layer, we build up richer and richer contextualized representa-\ntions of the meanings of input tokens. At each layer, we compute the representation\nof a token i by combining information about i from the previous layer with infor-\nmation about the neighboring tokens to produce a contextualized representation for\neach word at each position.\nAttention is the mechanism in the transformer that weighs and combines the\nrepresentations from appropriate other tokens in the context from layer k to build\nthe representation for tokens in layer k +1.\nThe\nchicken\ndidn’t\ncross\nthe\nroad\nbecause\nit\nwas\ntoo\ntired\nThe\nchicken\ndidn’t\ncross\nthe\nroad\nbecause\nit\nwas\ntoo\ntired\nLayer k+1\nLayer k\nself-attention distribution\ncolumns corresponding to input tokens\nFigure 8.3\nThe self-attention weight distribution α that is part of the computation of the\nrepresentation for the word it at layer k +1. In computing the representation for it, we attend\ndifferently to the various words at layer k, with darker shades indicating higher self-attention\nvalues. Note that the transformer is attending highly to the columns corresponding to the\ntokens chicken and road , a sensible result, since at the point where it occurs, it could plausibly\ncorefer with the chicken or the road, and hence we’d like the representation for it to draw on\nthe representation for these earlier words. Figure adapted from Uszkoreit (2017).\nFig. 8.3 shows a schematic example simplified from a transformer (Uszkoreit,\n2017). The figure describes the situation when the current token is it and we need\nto compute a contextual representation for this token at layer k+1 of the transformer,\ndrawing on the representations (from layer k) of every prior token. The figure uses\ncolor to represent the attention distribution over the contextual words: the tokens\nchicken and road both have a high attention weight, meaning that as we are com-\nputing the representation for it, we will draw most heavily on the representation for\nchicken and road. This will be useful in building the final representation for it,\nsince it will end up coreferring with either chicken or road.\nLet’s now turn to how this attention distribution is represented and computed.\n8.1.1\nAttention more formally\nAs we’ve said, the attention computation is a way to compute a vector representation\nfor a token at a particular layer of a transformer, by selectively attending to and\nintegrating information from prior tokens at the previous layer. Attention takes an", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.1 Attention/8.1.1 Attention more formally", - "metadata": { - "length": 2882, - "summary": "This page from Chapter 8 on Transformers explains the concept of self-attention, which allows models to weigh and combine information from different tokens in a sequence. It features Figure 8.3, a schematic diagram illustrating how the model attends to specific words ('chicken' and 'road') when computing the representation for the word 'it'. The text describes this mechanism as a way to build richer contextualized representations layer by layer.", - "page_nums": [ - 4 - ], - "keywords": [ - "Uszkoreit", - "Chapter 8" - ], - "connect_to": [ - { - "target": "asset_797ed12c-65a5-5010-99ee-32af0cd395e0", - "relation": "embeds", - "ref": "[images/image_page_4_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 4, - "artifact_ref": "page_citation_assets/page-4.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_21a79b00-b0e7-5d81-a8fb-1462fa70d966", - "type": "page", - "content": "8.1\n•\nATTENTION\n5\ninput representation xi corresponding to the input token at position i, and a context\nwindow of prior inputs x1..xi−1, and produces an output ai.\nIn causal, left-to-right language models, the context is any of the prior words.\nThat is, when processing xi, the model has access to xi as well as the representations\nof all the prior tokens in the context window (context windows consist of thousands\nof tokens) but no tokens after i. (By contrast, in Chapter 9 we’ll generalize attention\nso it can also look ahead to future words.)\nFig. 8.4 illustrates this flow of information in an entire causal self-attention layer,\nin which this same attention computation happens in parallel at each token position\ni. Thus a self-attention layer maps input sequences (x1,...,xn) to output sequences\nof the same length (a1,...,an).\nattention\nattention\nSelf-Attention\nLayer\nattention\nattention\nattention\na1\na2\na3\na4\na5\nx3\nx4\nx5\nx1\nx2\nFigure 8.4\nInformation flow in causal self-attention. When processing each input xi, the\nmodel attends to all the inputs up to, and including xi.\nSimplified version of attention\nAt its heart, attention is really just a weighted\nsum of context vectors, with a lot of complications added to how the weights are\ncomputed and what gets summed. For pedagogical purposes let’s first describe a\nsimplified intuition of attention, in which the attention output ai at token position i\nis simply the weighted sum of all the representations xj, for all j ≤i; we’ll use αij\nto mean how much xj should contribute to ai:\nSimplified version:\nai =\nX\nj≤i\nαijxj\n(8.6)\nEach αi j is a scalar used for weighing the value of input xj when summing up\nthe inputs to compute ai. How shall we compute this α weighting? In attention we\nweight each prior embedding proportionally to how similar it is to the current token\ni. So the output of attention is a sum of the embeddings of prior tokens weighted\nby their similarity with the current token embedding. We compute similarity scores\nvia dot product, which maps two vectors into a scalar value ranging from −∞to\n∞. The larger the score, the more similar the vectors that are being compared. We’ll\nnormalize these scores with a softmax to create the vector of weights αij, j ≤i.\nSimplified Version:\nscore(xi,xj) = xi ·xj\n(8.7)\nαij = softmax(score(xi,x j)) ∀j ≤i\n(8.8)\nThus in Fig. 8.4 we compute a3 by computing three scores: x3 ·x1, x3 ·x2 and x3 ·x3,\nnormalizing them by a softmax, and using the resulting probabilities as weights\nindicating each of their proportional relevance to the current position i. Of course,\nthe softmax weight will likely be highest for xi, since xi is very similar to itself,\nresulting in a high dot product. But other context words may also be similar to i, and\nthe softmax will also assign some weight to those words. Then we use these weights\nas the α values in Eq. 8.6 to compute the weighted sum that is our a3.\nThe simplified attention in equations 8.6 – 8.8 demonstrates the attention-based\napproach to computing ai: compare the xi to prior vectors, normalize those scores", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.1 Attention/8.1.1 Attention more formally/Simplified version of attention", - "metadata": { - "length": 3061, - "summary": "This page, from section 8.1 on Attention, explains the mechanics of causal self-attention in language models. It features Figure 8.4, which illustrates how a model processes input tokens by attending to all prior inputs up to the current position. The text further details a simplified version of attention where output vectors are computed as weighted sums of prior token representations based on similarity scores derived via dot products and softmax normalization.", - "page_nums": [ - 5 - ], - "keywords": [ - "Chapter 9", - "Figure 8.4" - ], - "connect_to": [ - { - "target": "asset_49c5a783-289c-51d3-af0f-08599c8913ee", - "relation": "embeds", - "ref": "[images/image_page_5_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 5, - "artifact_ref": "page_citation_assets/page-5.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_0439b32f-6f70-5165-b960-d588240e30aa", - "type": "page", - "content": "6\nCHAPTER 8\n•\nTRANSFORMERS\ninto a probability distribution used to weight the sum of the prior vectors. But now\nwe’re ready to remove the simplifications.\nA single attention head using query, key, and value matrices\nNow that we’ve\nseen a simple intuition of attention, let’s introduce the actual attention head, the\nattention head\nversion of attention that’s used in transformers. (The word head is often used in\nhead\ntransformers to refer to specific structured layers). The attention head allows us to\ndistinctly represent three different roles that each input embedding plays during the\ncourse of the attention process:\n• As the current element being compared to the preceding inputs. We’ll refer to\nthis role as a query.\nquery\n• In its role as a preceding input that is being compared to the current element\nto determine a similarity weight. We’ll refer to this role as a key.\nkey\n• And finally, as a value of a preceding element that gets weighted and summed\nvalue\nup to compute the output for the current element.\nTo capture these three different roles, transformers introduce weight matrices\nWQ, WK, and WV. These weights will project each input vector xi into a represen-\ntation of its role as a query, key, or value:\nqi = xiWQ;\nki = xiWK;\nvi = xiWV\n(8.9)\nGiven these projections, when we are computing the similarity of the current ele-\nment xi with some prior element xj, we’ll use the dot product between the current\nelement’s query vector qi and the preceding element’s key vector kj. Furthermore,\nthe result of a dot product can be an arbitrarily large (positive or negative) value, and\nexponentiating large values can lead to numerical issues and loss of gradients during\ntraining. To avoid this, we scale the dot product by a factor related to the size of the\nembeddings, via dividing by the square root of the dimensionality of the query and\nkey vectors (dk). We thus replace the simplified Eq. 8.7 with Eq. 8.11. The ensuing\nsoftmax calculation resulting in αij remains the same, but the output calculation for\nheadi is now based on a weighted sum over the value vectors v (Eq. 8.13).\nHere’s a final set of equations for computing self-attention for a single self-\nattention output vector ai from a single input vector xi. This version of attention\ncomputes ai by summing the values of the prior elements, each weighted by the\nsimilarity of its key to the query from the current element:\nqi = xiWQ; kj = xjWK; vj = xjWV\n(8.10)\nscore(xi,xj) = qi ·kj\n√dk\n(8.11)\nαij = softmax(score(xi,x j)) ∀j ≤i\n(8.12)\nheadi =\nX\nj≤i\nαijvj\n(8.13)\nai = headiWO\n(8.14)\nWe illustrate this in Fig. 8.5 for the case of calculating the value of the third output\na3 in a sequence.\nNote that we’ve also introduced one more matrix, WO, which is left-multiplied\nby the attention head. This is necessary to reshape the output of the head. The input\nto attention xi and the output from attention ai both have the same dimensionality\n[1 × d]. We often call d the model dimensionality, and indeed as we’ll discuss in", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.1 Attention/8.1.1 Attention more formally/A single attention head using query, key, and value matrices", - "metadata": { - "length": 2996, - "summary": "This page from Chapter 8 on Transformers details the mechanics of a single attention head. It defines the roles of query, key, and value vectors in the attention process and introduces the weight matrices (W^Q, W^K, W^V) used to project input vectors into these representations. The text provides a set of equations (8.9 through 8.14) for computing self-attention, including the scaled dot-product calculation and the final output vector computation.", - "page_nums": [ - 6 - ], - "keywords": [ - "Chapter 8", - "Transformers" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 6, - "artifact_ref": "page_citation_assets/page-6.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_11393df3-78d8-5798-b536-8b2a80bd0602", - "type": "page", - "content": "8.1\n•\nATTENTION\n7\n6. Sum the weighted \nvalue vectors\n4. Turn into 𝛼i,j weights via softmax\na3\n1. Generate \nkey, query, value \nvectors\n2. Compare x3’s query with\nthe keys for x1, x2, and x3\n8. Output of self-attention\n×\n×\nx1\nk\nq\nv\nWK\nWQ\nWV\n5. Weigh each value vector\n÷\n√dk\n3. Divide scalar score by √dk\n÷\n√dk\n÷\n√dk\n𝛼3,1\n𝛼3,2\n𝛼3,3\nx2\nk\nq\nv\nWK\nWQ\nWV\nx3\nk\nq\nv\nWK\nWQ\nWV\nWO\n[1 × d]\n[1 × d]\n[dv × d]\n[1 × dv]\n[1 × dv]\n[1 × dv]\n[1 × dv]\n[1 × dv]\n[1 × dv]\n[1 x dv]\n7. Reshape to [1 x d] \n[1 × d]\n[1 × d]\nFigure 8.5\nCalculating the value of a3, the third element of a sequence using causal (left-\nto-right) self-attention.\nSection 8.2 the output hi of each transformer block, as well as the intermediate vec-\ntors inside the transformer block also have the same dimensionality [1×d]. Having\neverything be the same dimensionality makes the transformer very modular.\nSo let’s talk shapes. How do we get from [1 × d] at the input to [1 × d] at the\noutput? Let’s look at all the internal shapes. We’ll have a dimension dk for the\nquery and key vectors. The query vector and the key vector are both dimensionality\n[1 × dk], so we can take their dot product qi · kj to produce a scalar. We’ll have a\nseparate dimension dv for the value vectors. The transform matrix WQ has shape\n[d × dk], WK is [d × dk], and WV is [d × dv]. So the output of headi in equation\nEq. 8.13 is of shape [1 × dv]. To get the desired output shape [1 × d] we’ll need to\nreshape the head output, and so WO is of shape [dv ×d]. In the original transformer\nwork (Vaswani et al., 2017), d was 512, dk and dv were both 64.\nMulti-head Attention\nEquations 8.11-8.13 describe a single attention head. But\nactually, transformers use multiple attention heads. The intuition is that each head\nmight be attending to the context for different purposes: heads might be special-\nized to represent different linguistic relationships between context elements and the\ncurrent token, or to look for particular kinds of patterns in the context.\nSo in multi-head attention we have A separate attention heads that reside in\nmulti-head\nattention\nparallel layers at the same depth in a model, each with its own set of parameters that\nallows the head to model different aspects of the relationships among inputs. Thus\neach head i in a self-attention layer has its own set of query, key, and value matrices:\nWQi, WKi, and WVi. These are used to project the inputs into separate query, key,\nand value embeddings for each head.\nWhen using multiple heads the model dimension d is still used for the input\nand output, the query and key embeddings have dimensionality dk, and the value\nembeddings are of dimensionality dv (again, in the original transformer paper dk =", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.1 Attention/Multi-head Attention", - "metadata": { - "length": 2696, - "summary": "This page, from section 8.1 on Attention, details the mechanics of self-attention in transformer models. It features Figure 8.5, a diagram illustrating the step-by-step calculation of the output for the third element (a3) of a sequence using causal self-attention. The text explains the dimensionality of vectors and matrices involved, such as query, key, and value vectors, and references the original Transformer paper by Vaswani et al. (2017). The page concludes by introducing the concept of Multi-head Attention.", - "page_nums": [ - 7 - ], - "keywords": [ - "Vaswani et al.", - "Figure 8.5" - ], - "connect_to": [ - { - "target": "asset_903f9953-d90e-5092-872f-c301f7589ce8", - "relation": "embeds", - "ref": "[images/image_page_7_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 7, - "artifact_ref": "page_citation_assets/page-7.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_61896b26-c283-5c63-b211-ceb5c6cfc76b", - "type": "page", - "content": "8\nCHAPTER 8\n•\nTRANSFORMERS\ndv = 64, A = 8, and d = 512). Thus for each head i, we have weight layers WQi of\nshape [d ×dk], WKi of shape [d ×dk], and WVi of shape [d ×dv].\nBelow are the equations for attention augmented with multiple heads; Fig. 8.6\nshows an intuition.\nqc\ni = xiWQc; kc\nj = xjWKc; vc\nj = xjWVc;\n∀c 1 ≤c ≤A\n(8.15)\nscorec(xi,xj) =\nqc\ni ·kc\nj\n√dk\n(8.16)\nαc\nij = softmax(scorec(xi,xj)) ∀j ≤i\n(8.17)\nheadc\ni =\nX\nj≤i\nαc\nijvc\nj\n(8.18)\nai = (head1 ⊕head2...⊕headA)WO (8.19)\nMultiHeadAttention(xi,[x1,··· ,xi−1]) = ai\n(8.20)\nNote in Eq. 8.20 that MultiHeadAttention is a function of the current input xi, as\nwell as all the other inputs. For the causal or left-to-right attention that we use in\nthis chapter, the other inputs are only to the left, but we’ll also see a version of\nattention in Chapter 9 where attention is a function of the tokens to the right as well.\nWe’ll return to this idea about causal inputs in Eq. 8.34 when we introduce the idea\nof masking the right context.\nThe output of each of the A heads is of shape [1 × dv], and so the output of the\nmulti-head layer with A heads consists of A vectors of shape [1 × dv]. These are\nconcatenated to produce a single output with dimensionality [1×Adv]. Then we use\nyet another linear projection WO ∈RAdv×d to reshape it, resulting in the multi-head\nattention vector ai with the correct output shape [1×d] at each input i.\n8.2\nTransformer Blocks\nThe self-attention calculation lies at the core of what’s called a transformer block,\nwhich, in addition to the self-attention layer, includes three other kinds of layers: (1)\na feedforward layer, (2) residual connections, and (3) normalizing layers (colloqui-\nally called “layer norm”).\nFig. 8.7 illustrates a transformer block, sketching a common way of thinking\nabout the block that is called the residual stream (Elhage et al., 2021). In the resid-\nresidual stream\nual stream viewpoint, we consider the processing of an individual token i through\nthe transformer block as a single stream of d-dimensional representations for token\nposition i. This residual stream starts with the original input vector, and the various\ncomponents read their input from the residual stream and add their output back into\nthe stream.\nThe input at the bottom of the stream is an embedding for a token, which has\ndimensionality d. This initial embedding gets passed up (by residual connections),\nand is progressively added to by the other components of the transformer: the at-\ntention layer that we have seen, and the feedforward layer that we will introduce.\nBefore the attention and feedforward layer is a computation called the layer norm.\nThus the initial vector is passed through a layer norm and attention layer, and\nthe result is added back into the stream, in this case to the original input vector\nxi. And then this summed vector is again passed through another layer norm and a\n\n8.2\n•\nTRANSFORMER BLOCKS\n9\nxi-1\nxi\nxi-2\nxi-3\nWK1\nHead 1\nWV1 WQ1\nWK2\nHead 2\nWV2WQ2\nWK4\nHead 4\nWV4WQ4\nai\nWO \n[1 x dv ]\n[1 x d]\n[1 x d]\n[1 x Adv ]\nProject to final representation\nConcatenate Outputs\nEach head\nattends differently\nto context\n…\n[1 x dv ]\nWK3\nHead 3\nWV3 WQ3\nWK3\n[1 x dv ]\n[1 x dv ]\n[Adv x d]\nusually dv=d/A, hence [d x d]\nhere A=4\nFigure 8.6\nThe multi-head attention computation for input xi, producing output ai. A multi-head attention\nlayer has A heads, each with its own query, key, and value weight matrices. In this figure, we show A = 4, a\nsmaller value than is usually used, just to fit on the page. The outputs from each of the heads are of shape [1×dv]\nand are concatenated and then projected into a different space by the WO matrix. Usually the dimensionality\ndv of the heads is set so that dv = d/A, with the result that WO is a square matrix of shape [Adv ×d] = [d ×d].\nusually of the same size. then projected d, thus producing an output of the same size as the input.\nxi\nhi-1\nxi-1\nhi\n…\nLayer Norm\n+\nLayer Norm\nMultiHead\nAttention\nFeedforward\n+\nxi-2\nhi-2\nFigure 8.7\nThe architecture of a transformer block showing the residual stream, showing\nhow most information flows up through the residual stream, and only the attention module\nis sensitive to information from other streams at prior token positions. In this figure and\nthroughout the chapter, we use the prenorm version of the architecture, in which the layer\nnorms happen before the attention and feedforward layers rather than after. The first\nfeedforward layer, and the output of those is added back into the residual, and we’ll\nuse hi to refer to the resulting output of the transformer block for token i.\nWe’ve already seen the attention layer, so let’s now introduce the feedforward\nand layer norm computations in the context of processing a single input xi at token", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.2 Transformer Blocks", - "metadata": { - "length": 4731, - "summary": "Section 8.2 introduces the architecture of a transformer block, which is built around self-attention and includes feedforward layers, residual connections, and layer normalization. It explains the concept of the 'residual stream' where information flows through the block, with components reading from and adding to this stream. The section also describes the 'prenorm' version of the architecture, where layer normalization occurs before the attention and feedforward layers.", - "page_nums": [ - 8, - 9 - ], - "keywords": [ - "Elhage et al." - ], - "connect_to": [ - { - "target": "asset_791c4860-9d34-5725-8bc7-f37b0efca479", - "relation": "embeds", - "ref": "[images/image_page_9_figure_1.png]" - }, - { - "target": "asset_f4996e85-863a-5c6d-96f1-487bee547f5e", - "relation": "embeds", - "ref": "[images/image_page_9_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 8, - "artifact_ref": "page_citation_assets/page-8.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 9, - "artifact_ref": "page_citation_assets/page-9.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_e94aa16c-e674-5434-b613-fd24d7841476", - "type": "page", - "content": "10\nCHAPTER 8\n•\nTRANSFORMERS\nposition i.\nFeedforward layer\nThe feedforward layer is a fully-connected 2-layer network,\ni.e., one hidden layer, two weight matrices, as introduced in Chapter 6. The weights\nare the same for each token position i, but are different from layer to layer. It is com-\nmon to make the dimensionality dff of the hidden layer of the feedforward network\nbe larger than the model dimensionality d. (For example in the original transformer\nmodel, d = 512 and dff = 2048.)\nFFN(xi) = ReLU(xiW1 +b1)W2 +b2\n(8.21)\nLayer Norm\nAt two stages in the transformer block we normalize the vector (Ba\net al., 2016). This process, called layer norm (short for layer normalization), is one\nlayer norm\nof many forms of normalization that can be used to improve training performance\nin deep neural networks by keeping the values of a hidden layer in a range that\nfacilitates gradient-based training.\nLayer norm is a variation of the z-score from statistics, applied to a single vec-\ntor in a hidden layer. That is, the term layer norm is a bit confusing; layer norm\nis not applied to an entire transformer layer, but just to the embedding vector of a\nsingle token. Thus the input to layer norm is a single vector of dimensionality d\nand the output is that vector normalized, again of dimensionality d. The first step in\nlayer normalization is to calculate the mean, µ, and standard deviation, σ, over the\nelements of the vector to be normalized. Given an embedding vector x of dimen-\nsionality d, these values are calculated as follows.\nµ = 1\nd\nd\nX\ni=1\nxi\n(8.22)\nσ =\nv\nu\nu\nt1\nd\nd\nX\ni=1\n(xi −µ)2\n(8.23)\nGiven these values, the vector components are normalized by subtracting the mean\nfrom each and dividing by the standard deviation. The result of this computation is\na new vector with zero mean and a standard deviation of one.\nˆx = (x−µ)\nσ\n(8.24)\nFinally, in the standard implementation of layer normalization, two learnable param-\neters, γ and β, representing gain and offset values, are introduced.\nLayerNorm(x) = γ (x−µ)\nσ\n+β\n(8.25)\nPutting it all together\nThe function computed by a transformer block can be ex-\npressed by breaking it down with one equation for each component computation,\nusing t (of shape [1 × d]) to stand for transformer and superscripts to demarcate\neach computation inside the block:\nt1\ni\n= LayerNorm(xi)\n(8.26)\nt2\ni\n= MultiHeadAttention(t1\ni ,\n\u0002\nt1\n1,··· ,t1\nN\n\u0003\n)\n(8.27)\nt3\ni\n= t2\ni +xi\n(8.28)\nt4\ni\n= LayerNorm(t3\ni )\n(8.29)\nt5\ni\n= FFN(t4\ni )\n(8.30)\nhi = t5\ni +t3\ni\n(8.31)", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.2 Transformer Blocks/Feedforward layer", - "metadata": { - "length": 2503, - "summary": "The section describes the feedforward layer as a fully-connected 2-layer network with one hidden layer and two weight matrices. It explains that weights are shared across token positions but differ between layers, and notes that the hidden dimensionality (d_ff) is typically larger than the model dimensionality (d). The section provides the mathematical formula for the Feedforward Network (FFN) using ReLU activation.", - "page_nums": [ - 10 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_892f909f-172a-5271-92fc-01fd28334457", - "type": "page", - "content": "[SAME-AS Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.2 Transformer Blocks/Feedforward layer p10]", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.2 Transformer Blocks/Layer Norm", - "metadata": { - "length": 119, - "summary": "The section explains Layer Norm (layer normalization), a technique used to improve training performance in deep neural networks by normalizing the values of a hidden layer. It describes the process as a variation of z-score applied to a single vector within a transformer block, rather than an entire layer. The text details the calculation steps: computing the mean (μ) and standard deviation (σ) over the vector's elements, normalizing the vector components by subtracting the mean and dividing by the standard deviation, and finally introducing two learnable parameters, γ (gain) and β (offset), for the final output.", - "page_nums": [ - 10 - ], - "keywords": [ - "Ba et al.", - "2016" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_93385b22-c0ec-59a4-a5ba-b38cb7c2a624", - "type": "page", - "content": "[SAME-AS Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.2 Transformer Blocks/Feedforward layer p10]\n\n8.2\n•\nTRANSFORMER BLOCKS\n11\nNotice that the only component that takes as input information from other tokens\n(other residual streams) is multi-head attention, which (as we see from Eq. 8.27)\nlooks at all the neighboring tokens in the context. The output from attention, how-\never, is then added into this token’s embedding stream. In fact, Elhage et al. (2021)\nshow that we can view attention heads as literally moving information from the\nresidual stream of a neighboring token into the current stream. The high-dimensional\nembedding space at each position thus contains information about the current to-\nken and about neighboring tokens, albeit in different subspaces of the vector space.\nFig. 8.8 shows a visualization of this movement. We therefore call the attention func-\ntion the token-mixing component of the architecture, because it mixes information\ntoken-mixing\nfrom neighboring token streams into the current stream.\nToken A\nresidual\n stream\nToken B\nresidual \nstream\nFigure 8.8\nAn attention head can move information from token A’s residual stream into\ntoken B’s residual stream.\nCrucially, the input and output dimensions of transformer blocks are matched so\nthey can be stacked. Each token vector xi at the input to the block has dimensionality\nd, and the output hi also has dimensionality d. Transformers for large language\nmodels stack many of these blocks, from 12 layers (used for the T5 or GPT-3-small\nlanguage models) to 96 layers (used for GPT-3 large), to even more for more recent\nmodels. We’ll come back to this issue of stacking in a bit.\nEquation 8.26 and following are just the equation for a single transformer block,\nbut the residual stream metaphor goes through all the transformer layers, from the\nfirst transformer blocks to the 12th, in a 12-layer transformer. At the earlier trans-\nformer blocks, the residual stream is representing the current token. At the highest\ntransformer blocks, the residual stream is usually representing the following token,\nsince at the very end it’s being trained to predict the next token.\nOnce we stack many blocks, there is one more requirement: at the very end of\nthe last (highest) transformer block, there is a single extra layer norm that is run on\nthe last hi of each token stream (just below the language model head layer that we\nwill define soon). 2\n2\nNote that we are using the most common current transformer architecture, which is called the prenorm\narchitecture. The original definition of the transformer in Vaswani et al. (2017) used an alternative archi-\ntecture called the postnorm transformer in which the layer norm happens after the attention and FFN\nlayers; it turns out moving the layer norm beforehand works better, but does require this one extra layer\nat the end.", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.2 Transformer Blocks/Putting it all together", - "metadata": { - "length": 2870, - "summary": "The section titled 'Putting it all together' synthesizes the previously discussed components of a transformer block into a single, comprehensive set of equations (8.26-8.31). It defines the step-by-step computation within one transformer block, detailing the sequence of operations including layer normalization, multi-head attention, residual connections, and the feedforward network (FFN). The text also explains how these blocks are stacked to form larger models, referencing specific examples like T5, GPT-3-small, and GPT-3 large.", - "page_nums": [ - 10, - 11 - ], - "keywords": [ - "T5", - "GPT-3-small", - "GPT-3 large" - ], - "connect_to": [ - { - "target": "asset_f93ab39e-b01e-503e-a59f-90824ebe4635", - "relation": "embeds", - "ref": "[images/image_page_11_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 10, - "artifact_ref": "page_citation_assets/page-10.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 11, - "artifact_ref": "page_citation_assets/page-11.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_a6842647-2819-5e77-b9fe-68c2c1f2f6bf", - "type": "page", - "content": "12\nCHAPTER 8\n•\nTRANSFORMERS\n8.3\nParallelizing computation using a single matrix X\nThis description of multi-head attention and the rest of the transformer block has\nbeen from the perspective of computing a single output at a single time step i in\na single residual stream. But as we pointed out earlier, the attention computation\nperformed for each token to compute ai is independent of the computation for each\nother token, and that’s also true for all the computation in the transformer block\ncomputing hi from the input xi. That means we can easily parallelize the entire\ncomputation, taking advantage of efficient matrix multiplication routines.\nWe do this by packing the input embeddings for the N tokens of the input se-\nquence into a single matrix X of size [N × d]. Each row of X is the embedding of\none token of the input. Transformers for large language models commonly have an\ninput length N from 1K to 32K; much longer contexts of 128K or even up to millions\nof tokens can also be achieved with architectural changes like special long-context\nmechanisms that we don’t discuss here. So for vanilla transformers, we can think of\nX having between 1K and 32K rows, each of the dimensionality of the embedding\nd (the model dimension).\nParallelizing attention\nLet’s first see this for a single attention head and then turn\nto multiple heads, and then add in the rest of the components in the transformer\nblock. For one head we multiply X by the query, key, and value matrices WQ of\nshape [d ×dk], WK of shape [d ×dk], and WV of shape [d ×dv], to produce matrices\nQ of shape [N ×dk], K of shape [N ×dk], and V of shape [N ×dv], containing all the\nkey, query, and value vectors:\nQ = XWQ; K = XWK; V = XWV\n(8.32)\nGiven these matrices we can compute all the requisite query-key comparisons simul-\ntaneously by multiplying Q and K⊺in a single matrix multiplication. The product is\nof shape N ×N, visualized in Fig. 8.9.\nq1•k1\nq2•k1\nq2•k2\nq4•k1\nq4•k2\nq4•k3\nq4•k4\nq3•k1\nq3•k2\nq3•k3\nN\nN\nq1•k2\nq1•k3\nq1•k4\nq2•k3\nq2•k4\nq3•k4\nFigure 8.9\nThe N × N QK⊺matrix showing how it computes all qi · k j comparisons in a\nsingle matrix multiple.\nOnce we have this QK⊺matrix, we can very efficiently scale these scores, take\nthe softmax, and then multiply the result by V resulting in a matrix of shape N ×d:\na vector embedding representation for each token in the input. We’ve reduced the\nentire self-attention step for an entire sequence of N tokens for one head to the\nfollowing computation:\nhead = softmax\n\u0012\nmask\n\u0012QK⊺\n√dk\n\u0013\u0013\nV\n(8.33)\nA = head WO\n(8.34)", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.3 Parallelizing computation using a single matrix X/Parallelizing attention", - "metadata": { - "length": 2536, - "summary": "This page from Chapter 8 on Transformers explains how to parallelize computation within a transformer block by packing input embeddings into a single matrix X. It details the process of computing query, key, and value matrices (Q, K, V) via matrix multiplication with weight matrices, and visualizes the resulting N x N QK^T similarity matrix in Figure 8.9. The text concludes by presenting the final equations for calculating the attention output.", - "page_nums": [ - 12 - ], - "keywords": [ - "Chapter 8", - "Transformers" - ], - "connect_to": [ - { - "target": "asset_8327761b-c9db-513b-9ee5-0bd7da77ac83", - "relation": "embeds", - "ref": "[images/image_page_12_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 12, - "artifact_ref": "page_citation_assets/page-12.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_6c6a4c02-f656-5407-bd06-799866ce48dc", - "type": "page", - "content": "8.3\n•\nPARALLELIZING COMPUTATION USING A SINGLE MATRIX X\n13\nMasking out the future\nYou may have noticed that we introduced a mask function\nin Eq. 8.34 above. This is because the self-attention computation as we’ve described\nit has a problem: the calculation of QK⊺results in a score for each query value to\nevery key value, including those that follow the query. This is inappropriate in the\nsetting of language modeling: guessing the next word is pretty simple if you already\nknow it! To fix this, the elements in the upper-triangular portion of the matrix are set\nto −∞, which the softmax will turn to zero, thus eliminating any knowledge of words\nthat follow in the sequence. This is done in practice by adding a mask matrix M in\nwhich Mi j = −∞∀j > i (i.e. for the upper-triangular portion) and Mij = 0 otherwise.\nFig. 8.10 shows the resulting masked QK⊺matrix. (we’ll see in Chapter 9 how to\nmake use of words in the future for tasks that need it).\nq1•k1\nq2•k1 q2•k2\nq4•k1 q4•k2 q4•k3 q4•k4\nq3•k1 q3•k2 q3•k3\nN\nN\n−∞\n−∞\n−∞\n−∞\n−∞\n−∞\nFigure 8.10\nThe N × N QK⊺matrix showing the qi · kj values, with the upper-triangle\nportion of the comparisons matrix zeroed out (set to −∞, which the softmax will turn to\nzero).\nFig. 8.11 shows a schematic of all the computations for a single attention head\nparallelized in matrix form.\nq1\nq2\nq3\nq4\nk1\nk2\nk3\nk4\nQ\nKT\nQKT\nv1\nv2\nv3\nv4\nV\nq2•k2\nq4•k2 q4•k3 q4•k4\nq3•k2 q3•k3\n−∞\n−∞\n−∞\n−∞\n−∞\n−∞\nq1•k1\nq2•k1 q2•k2\nq4•k1 q4•k2 q4•k3 q4•k4\nq3•k1 q3•k2 q3•k3\nq1•k2\nq2•k3\nq1•k3\nq3•k4\nq2•k4\nq1•k4\nx\n=\nQKT masked\nmask\n=\nq1•k1\nq2•k1\nq4•k1\nq3•k1\nq1•k1\nq1•k1\n=\nx\na1\na2\na3\na4\nA\nQuery \nToken 1\nQuery \nToken 2\nQuery \nToken 3\nQuery \nToken 4\nQ\nInput \nToken 1\nInput \nToken 2\nInput \nToken 3\nInput \nToken 4\nX\nx\nWQ\n=\nValue \nToken 1\nValue \nToken 2\nValue \nToken 3\nValue \nToken 4\nV\nx\nWV\n=\nInput \nToken 1\nInput \nToken 2\nInput \nToken 3\nInput \nToken 4\nX\nKey \nToken 1\nKey \nToken 2\nKey \nToken 3\nKey \nToken 4\nK\nx\nWK\n=\nInput \nToken 1\nInput \nToken 2\nInput \nToken 3\nInput \nToken 4\nX\nN x dk\ndk x N\nN x N\nN x N\nN x dv\nN x dv\nd x dk\nd x dk\nd x dv\nN x d\nN x dk\nN x d\nN x dk\nN x d\nN x dv\nFigure 8.11\nSchematic of the attention computation for a single attention head in parallel. The first row shows\nthe computation of the Q, K, and V matrices. The second row shows the computation of QKT, the masking\n(the softmax computation and the normalizing by dimensionality are not shown) and then the weighted sum of\nthe value vectors to get the final attention vectors.", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.3 Parallelizing computation using a single matrix X/Masking out the future", - "metadata": { - "length": 2452, - "summary": "This page, titled 'Parallelizing Computation Using a Single Matrix X', explains the concept of masking future tokens in self-attention mechanisms to prevent models from seeing information they shouldn't. It details how an upper-triangular mask matrix is applied to the QK^T product to zero out scores for future positions. The page includes Figure 8.10, illustrating the masked QK^T matrix, and Figure 8.11, which provides a comprehensive schematic of the parallelized attention computation steps, including the generation of Query (Q), Key (K), and Value (V) matrices.", - "page_nums": [ - 13 - ], - "keywords": [ - "Chapter 9", - "Figure 8.10", - "Figure 8.11" - ], - "connect_to": [ - { - "target": "asset_43639a03-2e04-5fab-8ea4-3c7c5ce6a8eb", - "relation": "embeds", - "ref": "[images/image_page_13_figure_1.png]" - }, - { - "target": "asset_6e409930-8a1d-5805-a096-52614add1aaa", - "relation": "embeds", - "ref": "[images/image_page_13_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 13, - "artifact_ref": "page_citation_assets/page-13.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_a98e08fb-8680-5f13-bc13-f190b12e96e0", - "type": "page", - "content": "14\nCHAPTER 8\n•\nTRANSFORMERS\nFig. 8.9 and Fig. 8.10 also make it clear that attention is quadratic in the length\nof the input, since at each layer we need to compute dot products between each pair\nof tokens in the input. This makes it expensive to compute attention over very long\ndocuments (like entire novels). Nonetheless modern large language models manage\nto use quite long contexts of thousands or tens of thousands of tokens.\nParallelizing multi-head attention\nIn multi-head attention, as with self-attention,\nthe input and output have the model dimension d, the key and query embeddings\nhave dimensionality dk, and the value embeddings are of dimensionality dv (again,\nin the original transformer paper dk = dv = 64, A = 8, and d = 512). Thus for\neach head c, we have weight layers WQc of shape [d ×dk], WKc of shape [d ×dk],\nand WVc of shape [d ×dv], and these get multiplied by the inputs packed into X to\nproduce Q of shape [N × dk], K of shape [N × dk], and V of shape [N × dv]. The\noutput of each of the A heads is of shape [N × dv], and so the output of the multi-\nhead layer with A heads consists of A matrices of shape [N × dv]. To make use\nof these matrices in further processing, they are concatenated to produce a single\noutput with dimensionality [N × Adv]. Finally, we use a final linear projection WO\nof shape [Adv ×d], that reshapes it to the original output dimension for each token.\nMultiplying the concatenated [N × Adv] matrix output by WO of shape [Adv × d]\nyields the self-attention output A of shape [N ×d].\nQi = XWQi ; Ki = XWKi ; Vi = XWVi\n(8.35)\nheadi = SelfAttention(Qi,Ki,Vi) = softmax\n\u0012\nmask\n\u0012QiKi⊺\n√dk\n\u0013\u0013\nVi\n(8.36)\nMultiHeadAttention(X) = (head1 ⊕head2...⊕headA)WO (8.37)\nPutting it all together with the parallel input matrix X\nThe function computed\nin parallel by an entire layer of N transformer blocks—each block over one of the N\ninput tokens—can be expressed as:\nO = X+MultiHeadAttention(LayerNorm(X))\n(8.38)\nH = O+FFN(LayerNorm(O))\n(8.39)\nNote that in Eq. 8.38 we are using X to mean the input to the layer, wherever it\ncomes from. For the first layer, as we will see in the next section, that input is the\ninitial word + positional embedding vectors that we have been describing by X. But\nfor subsequent layers k, the input is the output from the previous layer Hk−1. We\ncan also break down the computation performed in a transformer layer, showing one\nequation for each component computation. We’ll use T (of shape [N ×d]) to stand\nfor transformer and superscripts to demarcate each computation inside the block,\nand again use X to mean the input to the block from the previous layer or the initial\nembedding:\nT1 = LayerNorm(X)\n(8.40)\nT2 = MultiHeadAttention(T1)\n(8.41)\nT3 = T2 +X\n(8.42)\nT4 = LayerNorm(T3)\n(8.43)\nT5 = FFN(T4)\n(8.44)\nH = T5 +T3\n(8.45)\nHere when we use a notation like FFN(T3) we mean that the same FFN is applied\nin parallel to each of the N embedding vectors in the window. Similarly, each of the", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.3 Parallelizing computation using a single matrix X/Parallelizing multi-head attention", - "metadata": { - "length": 2957, - "summary": "The section explains the mechanics of parallelizing multi-head attention. It details how input and output dimensions relate to model dimension $d$, key/query dimension $d_k$, and value dimension $d_v$. It describes the weight layers ($W^Q_c, W^K_c, W^V_c$) used to produce Query, Key, and Value matrices for each head, which are then processed through self-attention. The outputs of all heads are concatenated and projected via a final linear projection $W^O$ to yield the self-attention output.", - "page_nums": [ - 14 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_6a0fa1a6-a611-549f-9a5a-5f93a380674e", - "type": "page", - "content": "[SAME-AS Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.3 Parallelizing computation using a single matrix X/Parallelizing multi-head attention p14]", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.3 Parallelizing computation using a single matrix X/Putting it all together with the parallel input matrix X", - "metadata": { - "length": 167, - "summary": "This section details the mathematical formulation of a transformer layer when processing a parallel input matrix X. It presents equations (8.38 and 8.39) for computing the output O and H, which involve MultiHeadAttention and Feed-Forward Networks (FFN) applied to LayerNorm inputs. The text further breaks down the internal computation of a single transformer block into five sequential steps (equations 8.40–8.45), defining intermediate tensors T1 through T5 to represent operations like LayerNorm, attention, residual connections, and FFN.", - "page_nums": [ - 14 - ], - "keywords": [], - "connect_to": [], - "page_assets": [ - { - "page_num": 14, - "artifact_ref": "page_citation_assets/page-14.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_fcaa51d4-f7ac-5330-aa87-338c9f05e5fb", - "type": "page", - "content": "8.4\n•\nTHE INPUT: EMBEDDINGS FOR TOKEN AND POSITION\n15\nN tokens is normed in parallel in the LayerNorm. Crucially, the input and output\ndimensions of transformer blocks are matched so they can be stacked. Since each\ntoken xi at the input to the block is represented by an embedding of dimensionality\n[1×d], that means the input X and output H are both of shape [N ×d].\n8.4\nThe input: embeddings for token and position\nLet’s talk about where the input X comes from. Given a sequence of N tokens (N is\nthe context length in tokens), the matrix X of shape [N × d] has an embedding for\nembedding\neach word in the context. The transformer does this by separately computing two\nembeddings: an input token embedding, and an input positional embedding.\nA token embedding, introduced in Chapter 6, is a vector of dimension d that will\nbe our initial representation for the input token. (As we pass vectors up through the\ntransformer layers in the residual stream, this embedding representation will change\nand grow, incorporating context and playing a different role depending on the kind\nof language model we are building.) The set of initial embeddings are stored in the\nembedding matrix E, which has a row for each of the |V| tokens in the vocabulary.\n(Reminder that V here means the vocabulary of tokens, this V is not related to the\nvalue vector.) Thus each word is a row vector of d dimensions, and E has shape\n[|V|×d].\nGiven an input token string like Thanks for all the we first convert the tokens\ninto vocabulary indices (these were created when we first tokenized the input using\nBPE or SentencePiece). So the representation of thanks for all the might be w =\n[5,4000,10532,2224]. Next we use indexing to select the corresponding rows from\nE, (row 5, row 4000, row 10532, row 2224).\nAnother way to think about selecting token embeddings from the embedding\nmatrix is to represent tokens as one-hot vectors of shape [1 × |V|], i.e., with one\ndimension for each word in the vocabulary. Recall that in a one-hot vector all the\none-hot vector\nelements are 0 except one, the element whose dimension is the word’s index in the\nvocabulary, which has value 1. So if the word “thanks” has index 5 in the vocabulary,\nx5 = 1, and xi = 0 ∀i ̸= 5, as shown here:\n[0 0 0 0 1 0 0 ... 0 0 0 0]\n1 2 3 4 5 6 7 ...\n... |V|\nMultiplying by a one-hot vector that has only one non-zero element xi = 1 simply\nselects out the relevant row vector for word i, resulting in the embedding for word i,\nas depicted in Fig. 8.12.\nE\n|V|\nd\n1\n|V|\nd\n=\n✕\n5\n5\n0 0 0 0 1 0 0 … 0 0 0 0 \n1\nFigure 8.12\nSelecting the embedding vector for word V5 by multiplying the embedding\nmatrix E with a one-hot vector with a 1 in index 5.\nWe can extend this idea to represent the entire token sequence as a matrix of one-\nhot vectors, one for each of the N positions in the transformer’s context window, as\nshown in Fig. 8.13.\n\n16\nCHAPTER 8\n•\nTRANSFORMERS\nE\n|V|\nd\nd\nN\n=\n✕\n|V|\nN\n0 0 0 0 0 0 0 … 0 0 1 0 \n0 0 0 0 1 0 0 … 0 0 0 0 \n1 0 0 0 0 0 0 … 0 0 0 0 \n0 0 0 0 1 0 0 … 0 0 0 0 \n…\nFigure 8.13\nSelecting the embedding matrix for the input sequence of token ids W by mul-\ntiplying a one-hot matrix corresponding to W by the embedding matrix E.\nThese token embeddings are not position-dependent. To represent the position\nof each token in the sequence, we combine these token embeddings with positional\nembeddings specific to each position in an input sequence.\npositional\nembeddings\nWhere do we get these positional embeddings? The simplest method, called\nabsolute position, is to start with randomly initialized embeddings corresponding\nabsolute\nposition\nto each possible input position up to some maximum length. For example, just as\nwe have an embedding for the word fish, we’ll have an embedding for the position 3.\nAs with word embeddings, these positional embeddings are learned along with other\nparameters during training. We can store them in a matrix Epos of shape [N ×d].\nTo produce an input embedding that captures positional information, we just\nadd the word embedding for each input to its corresponding positional embedding.\nThe individual token and position embeddings are both of size [1×d], so their sum is\nalso [1×d], This new embedding serves as the input for further processing. Fig. 8.14\nshows the idea.\nX = Composite\nEmbeddings\n(word + position)\nTransformer Block\nJanet\n1\nwill\n2\nback\n3\nJanet\nwill\nback\nthe\nbill\nthe\n4\nbill\n5\n+\n+\n+\n+\n+\nPosition\nEmbeddings\nWord\nEmbeddings\nFigure 8.14\nA simple way to model position: add an embedding of the absolute position to\nthe token embedding to produce a new embedding of the same dimensionality.\nThe final representation of the input, the matrix X, is an [N ×d] matrix in which\neach row i is the representation of the ith token in the input, computed by adding\nE[id(i)]—the embedding of the id of the token that occurred at position i—, to P[i],\nthe positional embedding of position i.\nA potential problem with the simple position embedding approach is that there\nwill be plenty of training examples for the initial positions in our inputs and corre-\nspondingly fewer at the outer length limits. These latter embeddings may be poorly\ntrained and may not generalize well during testing. An alternative is to choose a\nstatic function that maps integer inputs to real-valued vectors in a way that better\nhandles sequences of arbitrary length. A combination of sine and cosine functions\nwith differing frequencies was used in the original transformer work. Sinusoidal po-\nsition embeddings may also help in capturing the inherent relationships among the", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.4 The input: embeddings for token and position", - "metadata": { - "length": 5546, - "summary": "This section explains how the input to a transformer model is constructed using token and positional embeddings. It details that each token is represented by an embedding vector from an embedding matrix E, which can be selected via indexing or one-hot vector multiplication (Figure 8.12). Since these token embeddings are not position-dependent, they are combined with positional embeddings to create a composite input X. The text describes two methods for generating positional embeddings: absolute position embeddings, which are learned parameters stored in a matrix E_pos (Figure 8.14), and sinusoidal embeddings using sine and cosine functions.", - "page_nums": [ - 15, - 16 - ], - "keywords": [ - "Chapter 6", - "BPE", - "SentencePiece" - ], - "connect_to": [ - { - "target": "asset_64f910d1-5d4c-548f-bd8a-592fccb1d504", - "relation": "embeds", - "ref": "[images/image_page_15_figure_1.png]" - }, - { - "target": "asset_8e094532-1b3c-5ee3-9e05-bfea560d699c", - "relation": "embeds", - "ref": "[images/image_page_16_figure_1.png]" - }, - { - "target": "asset_adb7cc2d-4ddd-54e8-afcd-6cbaf49ad818", - "relation": "embeds", - "ref": "[images/image_page_16_figure_2.png]" - } - ], - "page_assets": [ - { - "page_num": 15, - "artifact_ref": "page_citation_assets/page-15.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - }, - { - "page_num": 16, - "artifact_ref": "page_citation_assets/page-16.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_2b61a05c-7697-5b71-a49e-93ce8f84950a", - "type": "page", - "content": "8.5\n•\nTHE LANGUAGE MODELING HEAD\n17\npositions, like the fact that position 4 in an input is more closely related to position\n5 than it is to position 17.\nA more complex style of positional embedding methods extend this idea of cap-\nturing relationships even further to directly represent relative position instead of\nrelative\nposition\nabsolute position, often implemented in the attention mechanism at each layer rather\nthan being added once at the initial input.\n8.5\nThe Language Modeling Head\nThe last component of the transformer we must introduce is the language modeling\nhead. Here we are using the word head to mean the additional neural circuitry we\nlanguage\nmodeling head\nhead\nadd on top of the basic transformer architecture when we apply pretrained trans-\nformer models to various tasks. The language modeling head is the circuitry we\nneed to do language modeling.\nRecall that language models, from the simple n-gram models of Chapter 3 through\nthe feedforward and RNN language models of Chapter 6 and Chapter 13, are word\npredictors. Given a context of words, they assign a probability to each possible next\nword. For example, if the preceding context is “Thanks for all the” and we want to\nknow how likely the next word is “fish” we would compute:\nP(fish|Thanks for all the)\nLanguage models give us the ability to assign such a conditional probability to every\npossible next word, giving us a distribution over the entire vocabulary. The n-gram\nlanguage models of Chapter 3 compute the probability of a word given counts of\nits occurrence with the n −1 prior words. The context is thus of size n −1. For\ntransformer language models, the context is the size of the transformer’s context\nwindow, which can be quite large, like 32K tokens for large models (and much larger\ncontexts of millions of words are possible with special long-context architectures).\nThe job of the language modeling head is to take the output of the final trans-\nformer layer from the last token N and use it to predict the upcoming word at posi-\ntion N +1. Fig. 8.15 shows how to accomplish this task, taking the output of the last\ntoken at the last layer (the d-dimensional output embedding of shape [1 × d]) and\nproducing a probability distribution over words (from which we will choose one to\ngenerate).\nThe first module in Fig. 8.15 is a linear layer, whose job is to project from the\noutput hL\nN, which represents the output token embedding at position N from the final\nblock L, (hence of shape [1×d]) to the logit vector, or score vector, that will have a\nlogit\nsingle score for each of the |V| possible words in the vocabulary V. The logit vector\nu is thus of dimensionality [1×|V|].\nThis linear layer can be learned, but more commonly we tie this matrix to (the\ntranspose of) the embedding matrix E. Recall that in weight tying, we use the\nweight tying\nsame weights for two different matrices in the model. Thus at the input stage of the\ntransformer the embedding matrix (of shape [|V|×d]) is used to map from a one-hot\nvector over the vocabulary (of shape [1 × |V|]) to an embedding (of shape [1 × d]).\nAnd then in the language model head, ET, the transpose of the embedding matrix (of\nshape [d ×|V|]) is used to map back from an embedding (shape [1×d]) to a vector\nover the vocabulary (shape [1×|V|]). In the learning process, E will be optimized to\nbe good at doing both of these mappings. We therefore sometimes call the transpose\nET the unembedding layer because it is performing this reverse mapping.\nunembedding", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.5 The Language Modeling Head", - "metadata": { - "length": 3506, - "summary": "This page, titled 'The Language Modeling Head', explains the final component of a transformer architecture used for language modeling. It details how the model predicts the next word in a sequence by taking the output from the last token and projecting it into a probability distribution over the vocabulary. The text describes the linear layer that produces logit scores and introduces the concept of weight tying, where the projection matrix is tied to the transpose of the input embedding matrix (often called the unembedding layer).", - "page_nums": [ - 17 - ], - "keywords": [ - "Chapter 3", - "Chapter 6", - "Chapter 13", - "Fig. 8.15" - ], - "connect_to": [], - "page_assets": [ - { - "page_num": 17, - "artifact_ref": "page_citation_assets/page-17.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_5bf28e52-91a1-576e-b1a1-4a8088cb697c", - "type": "page", - "content": "18\nCHAPTER 8\n•\nTRANSFORMERS\nLayer L\nTransformer\nBlock\nSoftmax over vocabulary V\nUnembedding layer\n…\n[1 x |V|]\nLogits \nWord probabilities\n[1 x |V|]\nhL\n1\nw1\nw2\nwN\nhL\n2\nhL\nN\n[d x |V|]\n[1 x d]\n Unembedding layer\nU = ET\ny1\ny2\ny|V|\n…\nu1\nu2\nu|V|\n…\nLanguage Model Head\ntakes hL\nN and outputs a\ndistribution over vocabulary V\nSoftmax\nFigure 8.15\nThe language modeling head: the circuit at the top of a transformer that maps from the output\nembedding for token N from the last transformer layer (hL\nN) to a probability distribution over words in the\nvocabulary V.\nA softmax layer turns the logits u into the probabilities y over the vocabulary.\nu = hL\nN ET\n(8.46)\ny = softmax(u)\n(8.47)\nWe can use these probabilities to do things like help assign a probability to a\ngiven text. But the most important usage is to generate text, which we do by sam-\npling a word from these probabilities y. We might sample the highest probability\nword (‘greedy’ decoding), or use another of the sampling methods from Section ??\nor Section 8.6.\nIn either case, whatever entry yk we choose from the probability vector y, we\ngenerate the word that has that index k.\nFig. 8.16 shows the total stacked architecture for one token i. Note that the input\nto each transformer layer xℓ\ni is the same as the output from the preceding layer hℓ−1\ni\n.\nA terminological note before we conclude: You will sometimes see a trans-\nformer used for this kind of unidirectional causal language model called a decoder-\nonly model. This is because this model constitutes roughly half of the encoder-\ndecoder-only\nmodel\ndecoder model for transformers that we’ll see how to apply to machine translation\nin Chapter 12. (Confusingly, the original introduction of the transformer had an\nencoder-decoder architecture, and it was only later that the standard paradigm for\ncausal language model was defined by using only the decoder part of this original\narchitecture).\n8.6\nMore on Sampling\nThe sampling methods we introduce below each have parameters that enable trad-\ning off two important factors in generation: quality and diversity. Methods that\nemphasize the most probable words tend to produce generations that are rated by\npeople as more accurate, more coherent, and more factual, but also more boring\nand more repetitive. Methods that give a bit more weight to the middle-probability", - "path": "Speech and Language Processing, Chapter 8: Transformers.pdf/Root/8.6 More on Sampling", - "metadata": { - "length": 2333, - "summary": "This page from Chapter 8 on Transformers details the architecture of a language model head, illustrated in Figure 8.15. It explains how logits are converted into word probabilities via a softmax layer and discusses text generation methods like greedy decoding. The text also clarifies terminology regarding 'decoder-only models' versus encoder-decoder architectures and introduces Section 8.6, which covers sampling techniques for balancing quality and diversity.", - "page_nums": [ - 18 - ], - "keywords": [ - "Chapter 8", - "Figure 8.15", - "Section 8.6", - "Fig. 8.16", - "Chapter 12" - ], - "connect_to": [ - { - "target": "asset_180e0317-4e45-5842-9cca-6fd8d747600e", - "relation": "embeds", - "ref": "[images/image_page_18_figure_1.png]" - } - ], - "page_assets": [ - { - "page_num": 18, - "artifact_ref": "page_citation_assets/page-18.png", - "content_type": "image/png", - "source": "knowhere-rendered-page-citation-source", - "width": 1224, - "height": 1584 - } - ] - } - }, - { - "chunk_id": "node_8f17a9b2-9fab-5fe8-90b3-e1471caba0da", - "type": "page", - "content": "8.6\n•\nMORE ON SAMPLING\n19\nwi\nSample token to\ngenerate at position i+1\nfeedforward\nlayer norm\nattention\nlayer norm\nU\nInput token\nLanguage\nModeling\nHead\nInput\nEncoding\nE\ni\n+\n…\nlogits\nfeedforward\nlayer norm\nattention\nlayer norm\nLayer 1\nLayer 2\nh1\ni = x2\ni\nx1\ni\nh2\ni = x3\ni\nfeedforward\nlayer norm\nattention\nlayer norm\nhL\ni \nhL-1\ni = xL\ni\ny1\ny2\ny|V|\n…\nToken probabilities\nu1\nu2\nu|V|\n…\nsoftmax\nwi+1\nLayer L\nextra layer norm\nFigure 8.16\nA transformer language model (decoder-only), stacking transformer blocks\nand mapping from an input token wi to a predicted next token wi+1.\nwords tend to be more creative and more diverse, but less factual and more likely to\nbe incoherent or otherwise low-quality.\n8.6.1\nTop-k sampling\nTop-k sampling is a simple generalization of greedy decoding. Instead of choosing\ntop-k sampling\nthe single most probable word to generate, we first truncate the distribution to the\ntop k most likely words, renormalize to produce a legitimate probability distribution,\nand then randomly sample from within these k words according to their renormalized\nprobabilities. More formally:\n1. Choose in advance a number of words k\n2. For each word in the vocabulary V, use the language model to compute the\nlikelihood of this word given the context p(wt|w