英伟达美股招股说明书(2026-06-15版)

% Notes due 2028% Notes due 2029% Notes due 2031% Notes due 2033% Notes due 2036% Notes due 2046% Notes due 2056 The% notes due 2028, which we refer to as the “2028 notes,” will mature on, 2028, the% notes due 2029, which we refer to as the“2029 notes,” will mature on, 2029, the% notes due 2031, which we refer to as the “2031 notes,” will mature on, 2031, the%notes due 2033, which we refer to as the “2033 notes,” will mature on, 2033, the% notes due 2036, which we refer to as the “2036 notes,” willmature on, 2036, the% notes due 2046, which we refer to as the “2046 notes,” will mature on, 2046, and the% notes due 2056,which we refer to as the “2056 notes,” will mature on, 2056. We refer to the 2028 notes, the 2029 notes, the 2031 notes, the 2033 notes, the 2036 notes, the2046 notes and the 2056 notes collectively as the “notes.” We will pay interest semi-annually on the notes onandof each year, beginning on, 2026. We may redeem the notes of each series in whole or in part at any time or from time to time at the redemption prices described under “Description of Notes—Optional Redemption.” The notes will be unsecured obligations of ours and rank equally with our existing and future unsecured senior indebtedness. The notes will be issued only inregistered book-entry form and in denominations of $2,000 and integral multiples of $1,000 thereafter. The notes will not be listed on any securities exchange.Currently, there are no public markets for the notes. Investing in the notes involves risk. Please read “Risk Factors” beginning on pageS-5 of this prospectus supplement andthe risks described in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form on or about June, 2026, only through the facilities of The Depository Trust Company for the accountsof its participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment inNew York, New York. Morgan Stanley Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF NOTESU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGVALIDITY OF THE NOTESEXPERTSWHERE YOU CAN FIND MORE INFORMATION Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSNVIDIA CORPORATIONUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF OTHER SECURITIES PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering, the notes and mattersrelating to us and our financial performance and condition. The second part is the accompanying prospectus dated May28, 2025, which is part of ourRegistration Statement on FormS-3 (SEC Registration No.333-287619). The accompanying prospectus provides a more general description of theterms and conditions of the various securities we may offer under our registration statement, some of which do not apply to this offering. If thedescription of this offering and the notes varies between this prospectus supplement and the accompanying prospectus, you should rely on theinformation in this prospectus supplement. In various places in this prospectus supplement and the accompanying prospectus, we refer you to sections of other documents for additionalinformation by indicating the caption heading of the other sections. All cross references in this prospectus supplement are to captions contained in thisprospectus supplement and not in the accompanying prospectus, unless otherwise indicated. You should carefully read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in their entirety,together with the additional information described under the heading “Where You Can Find More Information”. They contain information that youshould consider when making your investment decision. We have not, and the underwriters have not, authorized any other person, including any dealer, salesperson or other individual, to provide youwith any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus or in any free writing prospectus filed by us with the U.S. Securities and Exchange Commission, or the SEC. Neither we northe underwriters take responsibility for, and can provide any assurance as to the reliability of