On June 18, 2026, NVIDIA Corporation (the “Company”) completed an offering of $3,500,000,000 aggregate principal amount of its 4.250% Notes due 2028 (the “2028 Notes”), $3,500,000,000 aggregate principal amount of its 4.350% Notes due 2029 (the “2029 Notes”), $4,000,000,000 aggregate principal amount of its 4.500% Notes due 2031 (the “2031 Notes”), $3,500,000,000 aggregate principal amount of its 4.750% Notes due 2033 (the “2033 Notes”), $4,000,000,000 aggregate principal amount of its 4.950% Notes due 2036 (the “2036 Notes”), $3,000,000,000 aggregate principal amount of its 5.550% Notes due 2046 (the “2046 Notes”) and $3,500,000,000 aggregate principal amount of its 5.625% Notes due 2056 (the “2056 Notes” and, together with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, and the 2046 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-287619), which Registration Statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s securities, including debt securities. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated June 15, 2026, which was filed with the Securities and Exchange Commission on June 17, 2026.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of June 15, 2026 (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule I to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Notes were issued pursuant to an Indenture with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, dated as of September 16, 2016 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated as of June 18, 2026 (the “Officers’ Certificate” and, together with the Base Indenture, the “Indenture”). The Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated by reference herein. The Base Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 16, 2016. The forms of the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, and the 2056 Notes are attached hereto as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, and 4.9, respectively, and are incorporated by reference herein.
The above description of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, and the forms of Notes.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of June 15, 2026, by and among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters. |
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| 4.1 |
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Indenture, dated as of September 16, 2016, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.1 to NVIDIA Corporation’s Current Report on Form 8-K filed on September 16, 2016 (File No. 000-23985), and incorporated by reference herein). |
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| 4.2 |
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Officers’ Certificate, dated as of June 18, 2026. |
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| 4.3 |
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Form of 2028 Note (included in Exhibit 4.2). |
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| 4.4 |
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Form of 2029 Note (included in Exhibit 4.2). |
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| 4.5 |
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Form of 2031 Note (included in Exhibit 4.2). |
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| 4.6 |
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Form of 2033 Note (included in Exhibit 4.2). |
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| 4.7 |
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Form of 2036 Note (included in Exhibit 4.2). |
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