What the changes say
- China export controls effectively foreclosed NVIDIA from China’s data-center market and contributed to a $4.5 billion H20 charge.
What changed since the prior 10-K
New
- NewRisks Related to Our Global Operating Business
Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses
Industry concentration in NVIDIA’s investment portfolio could increase impairment losses, while acquisitions and strategic investments may divert resources or fail to deliver returns.
- NewRisks Related to Our Global Operating Business
Commercial arrangements expose us to counterparty risks
Long-term capacity commitments, guarantees, or potential customer financing expose NVIDIA to delayed projects, insolvencies, credit losses, and lower upfront cash flows.
- NewRisks Related to Regulatory, Legal, Our Stock and Other Matters
In 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 regions, including some countries in the Middle East
Expanded US export licensing restrictions on products including A100, H100, and H20 reduced H20 demand and caused a $4.5 billion charge.
- NewRisks Related to Regulatory, Legal, Our Stock and Other Matters
In 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 be subject to litigation, increased costs, and a harmed competitive position
NVIDIA is effectively excluded from China’s data-center market, allowing competitors to build ecosystems and potentially damaging its worldwide competitive position.
Dropped
- DroppedRisks Related to Regulatory, Legal, Our Stock and Other Matters
Unless a license exception is available, the worldwide licensing requirements will apply to the following NVIDIA products, and any others we develop that meet the characteristics of 3A090.a or 4A090.a, including but not limited to: A100, A800, H100, H200, H800, B100, B200, GB200, L4, L40S, and RTX 6000 Ada
- DroppedRisks Related to Regulatory, Legal, Our Stock and Other Matters
The AI Diffusion IFR would expose U.S. providers and the U.S. industry to an enhanced risk of retaliation from other countries, in the form of tariffs, import/export controls, or other regulatory actions
Reworded
- 100% rewrittenRisks Related to Regulatory, Legal, Our Stock and Other Matters
In January 2025, the USG published the AI Diffusion IFR in the Federal Register
The AI Diffusion IFR is now described as rescinded in May 2025; its replacement rule’s scope, timing, and restrictions remain uncertain.
Was: On January 15, 2025, the USG published the “AI Diffusion” IFR in the Federal Register
- 83% rewrittenRisks Related to Regulatory, Legal, Our Stock and Other Matters
Over the past three years, we have been subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States
The timing changed from fiscal 2023’s third quarter to August 2022, while the China- and Russia-focused export-control description remains broadly similar.
- 71% rewrittenRisks Related to Our Global Operating 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
No substantive change: the acquisition and investment integration and return risks are described essentially identically.
- 39% rewrittenRisks Related to Our Industry and Markets
Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards
The risk now says NVIDIA may secure access to new technologies, replacing the prior wording that it may acquire them.
- 28% rewrittenRisks Related to Regulatory, Legal, Our Stock and Other Matters
The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings
No substantive change: the risk still covers AI misuse-driven restrictions on AI products, software, services, and related exports.
- 25% rewrittenRisks Related to Our Global Operating Business
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
Customer concentration figures changed to 22% and 14% of fiscal 2026 revenue, replacing three customers at 12%, 11%, and 11% in fiscal 2025.
- 21% rewrittenRisks Related to Demand, Supply, and Manufacturing
Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand
No substantive change: long lead times, demand forecasting errors, supply shortages, and costly capacity commitments remain the core risks.
Was: Long manufacturing lead times and uncertain supply and component availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand
All 30 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Industry and Markets
- 01Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards39% rewritten
- 02Competition could adversely impact our market share and financial results
Risks Related to Demand, Supply, and Manufacturing
- 03Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand21% rewritten
- 04Dependency 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
- 05Defects 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
Risks Related to Our Global Operating Business
- 06Adverse economic conditions may harm our business
- 07International sales and operations are a significant part of our business, which exposes us to risks that could harm our business
- 08Product, 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
- 09Business disruptions could harm our operations, lead to a decline in revenue and increase our costs
- 10Climate change may have a long-term impact on our business
- 11We 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 products71% rewritten
- 12Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment lossesNew
- 13We 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 customers25% rewritten
- 14Commercial arrangements expose us to counterparty risksNew
- 15If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed
- 16Our 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
- 17Our 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
Risks Related to Regulatory, Legal, Our Stock and Other Matters
- 18We 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
- 19The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings28% rewritten
- 20Over the past three years, we have been subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States83% rewritten
- 21In 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 regions, including some countries in the Middle EastNew
- 22In 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 be subject to litigation, increased costs, and a harmed competitive positionNew
- 23In January 2025, the USG published the AI Diffusion IFR in the Federal Register100% rewritten
- 24Scrutiny 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
- 25Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability
- 26Actions 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
- 27We are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations
- 28We 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
- 29Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings
- 30Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a change in control
Other NVIDIA 10-Ks
- FY2025 10-K risk factors28 risks
AI export controls and proposed AI Diffusion rules could restrict sales of NVIDIA chips, software, and systems worldwide.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.