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NVIDIA (NASDAQ: NVDA) issues fixed-rate notes maturing from 2028 to 2056

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NVIDIA Corporation completed an offering of multiple tranches of senior notes. These include $3,500,000,000 of 4.250% Notes due 2028, $3,500,000,000 of 4.350% Notes due 2029, $4,000,000,000 of 4.500% Notes due 2031, and additional series maturing through 2056.

The notes were issued under an existing shelf registration on Form S-3 and an Indenture dated September 16, 2016, as supplemented by an Officers’ Certificate dated June 18, 2026. Goldman Sachs, J.P. Morgan, and Morgan Stanley acted as representatives of the underwriting syndicate.

Positive

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Insights

NVIDIA adds long-dated fixed-rate debt across multiple maturities.

NVIDIA has issued several senior note tranches with fixed coupons ranging from 4.250% (2028) to 5.625% (2056). This locks in borrowing costs over a wide maturity spectrum using its existing shelf registration and long-standing Indenture framework.

The offering uses major banks as underwriters and standard documentation, suggesting a conventional investment-grade-style transaction. Actual balance-sheet impact, leverage, and use of proceeds are not detailed in this excerpt, so the strategic effect on valuation cannot be assessed here.

Investors can reference the Prospectus Supplement dated June 15, 2026 and the Officers’ Certificate dated June 18, 2026 for precise terms, covenants, and any redemption or sinking fund provisions associated with each note series.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2028 Notes $3,500,000,000 at 4.250% Aggregate principal amount of Notes due 2028
2029 Notes $3,500,000,000 at 4.350% Aggregate principal amount of Notes due 2029
2031 Notes $4,000,000,000 at 4.500% Aggregate principal amount of Notes due 2031
2033 Notes $3,500,000,000 at 4.750% Aggregate principal amount of Notes due 2033
2036 Notes $4,000,000,000 at 4.950% Aggregate principal amount of Notes due 2036
2046 Notes $3,000,000,000 at 5.550% Aggregate principal amount of Notes due 2046
2056 Notes $3,500,000,000 at 5.625% Aggregate principal amount of Notes due 2056
Registration Statement on Form S-3 regulatory
"The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Underwriting Agreement financial
"the Company entered into an Underwriting Agreement dated as of June 15, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Indenture financial
"The Notes were issued pursuant to an Indenture with Computershare Trust Company, N.A."
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Officers’ Certificate regulatory
"as supplemented by an Officers’ Certificate, dated as of June 18, 2026"
aggregate principal amount financial
"completed an offering of $3,500,000,000 aggregate principal amount of its 4.250% Notes due 2028"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

FAQ

What debt securities did NVIDIA (NVDA) issue in this 8-K?
NVIDIA issued multiple senior note tranches, including $3,500,000,000 of 4.250% Notes due 2028, $3,500,000,000 of 4.350% Notes due 2029, and $4,000,000,000 of 4.500% Notes due 2031, plus additional series maturing in 2033, 2036, 2046, and 2056.

What are the interest rates and maturities of NVIDIA’s new notes?
The notes carry fixed coupons and staggered maturities: 4.250% due 2028, 4.350% due 2029, 4.500% due 2031, 4.750% due 2033, 4.950% due 2036, 5.550% due 2046, and 5.625% due 2056, providing a long-dated ladder of obligations.

Under which registration did NVIDIA (NVDA) issue these notes?
The notes were issued under NVIDIA’s Registration Statement on Form S-3, File No. 333-287619. This shelf registration allows the company to offer and sell an indeterminate amount of securities, including debt, on a delayed basis over time.

Which banks underwrote NVIDIA’s latest notes offering?
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC acted as representatives of the several underwriters. Their roles are documented in an Underwriting Agreement dated June 15, 2026, which is filed as Exhibit 1.1 to the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
NVIDIA CORP false 0001045810 0001045810 2026-06-15 2026-06-15
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 15, 2026

 

 

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-23985   94-3177549

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

2788 San Tomas Expressway, Santa Clara, CA 95051

(Address of principal executive offices) (Zip Code)

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

Not Applicable

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

 

 

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

 

☐

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

 

☐

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

 

☐

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

 

☐

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

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   NVDA   The Nasdaq Global Select Market

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

Emerging Growth Company ☐

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

 

 
 

Item 8.01.

Other Events.

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

 

Exhibit
Number		   

Description

1.1    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.
4.1    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).
4.2    Officers’ Certificate, dated as of June 18, 2026.
4.3    Form of 2028 Note (included in Exhibit 4.2).
4.4    Form of 2029 Note (included in Exhibit 4.2).
4.5    Form of 2031 Note (included in Exhibit 4.2).
4.6    Form of 2033 Note (included in Exhibit 4.2).
4.7    Form of 2036 Note (included in Exhibit 4.2).

 

 

2

Exhibit
Number		   

Description

4.8    Form of 2046 Note (included in Exhibit 4.2).
4.9    Form of 2056 Note (included in Exhibit 4.2).
5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

3

SIGNATURE

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

Date: June 18, 2026

 

NVIDIA Corporation
By:  

/s/ Colette M. Kress

  Colette M. Kress
  Executive Vice President and
  Chief Financial Officer

 

4

Source: View Original Filing on SEC EDGAR

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