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NVIDIA

NASDAQ: NVDA · USD

NVIDIA (NVDA) Economic Moat Analysis56

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

NVIDIA's accumulated CUDA software, integrated systems expertise and demonstrated adoption across successive architectures support a narrow moat. Blackwell Ultra's commercial ramp substantiates a current advantage, but switching costs and network effects are not directly measured. Pricing evidence is mixed: historical price reductions and cost pass-through coexist with recent margin resilience driven by product mix. Export restrictions have caused realized competitive harm, while customer concentration and expanding commitments limit resilience.

Intangible assets

Accumulated CUDA software stacks and integrated GPU, CPU and networking capabilities provide differentiated computing platforms. Actual platform adoption and the Blackwell Ultra revenue ramp corroborate commercial relevance beyond management's performance claims. Software integration plausibly creates migration friction, but the passages do not establish its magnitude or a separate network-effect moat.

Durability
CUDA's history since 2006, continued software development and successful architecture transitions support persistence through multiple product generations. Maintaining the advantage requires continuing engineering and supply execution; the evidence does not establish exceptional long-term durability. Rubin's prospective benefits are not treated as achieved.
Competitors
Comparison not established
Erosion risks
Rapid technological change, customer-developed alternatives and deployment of open models on competing platforms could weaken differentiation. Export restrictions have already helped competing ecosystems develop. Concentrated buyers can generally change or cancel purchase orders without penalty, while large supply commitments increase exposure to demand errors.
What would invalidate the thesis
The thesis would weaken materially if customers repeatedly migrated production workloads to alternatives with little software redevelopment, if competing ecosystems displaced NVIDIA across successive architecture cycles, or if NVIDIA's new architectures failed to sustain commercial adoption without persistent price concessions. Repeated transition failures or broader export-driven exclusion would further invalidate durability.
Evidence (7) · Counterevidence (7)

Changes since the previous analysis

  • Retain the previous narrow verdict: the supplied operating evidence corroborates platform differentiation without establishing exceptional durability or quantified switching costs.
  • Add explicit management assessments supported by actual compensation grants, certified performance awards, vesting, ownership-guideline compliance and board practices in the May 12, 2026 filed proxy.
  • Make pricing and commitment risks explicit through purchase-order cancellation rights, historical pricing outcomes, the realized H200 charge and the disclosed increase in supply and capacity commitments.

Evidence limitations

  • All evidence is supplied issuer disclosure; reported operating outcomes substantiate commercial achievements, while comparative technology superiority remains management's assertion.
  • The passages do not identify named companies as competitors. Suppliers, investees and financing counterparties are not automatically competitors, so the competitors array is empty.
  • No workload migration costs, customer-level repeat-purchase cohorts, retention rates, comparable competitor economics or durable market-share series are supplied. Aggregate adoption and growth provide indirect evidence of retention and dependency.
  • Historical pricing reductions and cost pass-through are disclosed, but product-level prices, volumes, elasticity and current negotiated pricing terms are missing. Product-mix-driven margins do not independently prove pricing power.
  • Actual proxy disclosures establish compensation and governance practices, but do not supply a complete ownership table or demonstrate that oversight prevented every adverse outcome. The advisory vote request is not treated as evidence of shareholder approval.
  • Supply commitments and investments are actual disclosed exposures; preliminary financing memoranda and prospective product benefits are not treated as completed outcomes. Complete operating cash-flow figures are absent from the supplied passages.
  • Source dates are filing dates, retaining dateKind filed. The latest supplied filing is dated August 26, 2026; no subsequent operating developments are assumed.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202264.9%37.3%33.6%30.2%
202356.9%15.7%—14.1%
202472.7%54.1%77.3%44.4%
202575.0%62.4%113.4%46.6%
202671.1%60.4%94.5%44.8%

Pricing power50

  • Pricing outcomes

    Actual historical selling-price reductions coexist with price increases following supplier cost increases. Recent favorable product mix supports realized economics, but does not establish like-for-like price increases or unrestricted pricing power.

  • Customer demand

    Earlier platform usage and subsequent architecture adoption provide indirect evidence of sustained customer demand. Aggregate revenue growth cannot distinguish repeat purchases from new customers, and cancellation rights and customer-developed alternatives limit the strength of the inference.

  • Margin resilience

    Reported second-quarter gross margin increased to 75.0% from 72.4%, with first-half margin also 75.0%, despite continuing inventory-related burdens. This demonstrates strong recent resilience, attributable to Blackwell Ultra mix; earlier H20 losses preclude an exceptional durability assessment.

  • Pricing freedom

    Most sales are purchase orders that customers can generally cancel, change or delay without penalty, while NVIDIA carries significant supply commitments. This is direct evidence of fragile contractual protection of pricing and demand; detailed price-reset rights are not supplied.

Management63

  • Capital discipline

    Actual repurchases reduced outstanding shares despite equity issuance, and substantial liquid assets remain. However, debt increased materially, supply commitments rose to $279 billion, and large ecosystem investments coexist with realized inventory losses. Outcomes support a mixed assessment; complete cash-flow and investment-return evidence is unavailable.

  • Incentive alignment

    Actual performance-dependent compensation, multi-year vesting, award certification and completed vesting support strong alignment. Ownership requirements and disclosed compliance add evidence beyond founder status. Automatic downward goal adjustments and non-GAAP metrics temper the assessment; future awards are not assumed vested.

  • Execution

    Production shipments followed by a substantial Blackwell Ultra revenue ramp demonstrate execution, with market-platform results corroborating commercial delivery. This assesses management indirectly from operating outcomes, while recognizing realized inventory losses and the unproven outcome of expanded commitments.

  • Governance

    An independent lead director, broad director independence, shareholder rights and independent sessions actually held provide substantive oversight evidence. Remaining supermajority provisions after an unsuccessful removal attempt limit shareholder control. These practices support mixed governance quality, without proving exceptional oversight effectiveness.

Sources and methodology

Current publication · Updated 18/10/2026 · Version 3

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026

Moat56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 3/4 · Accumulated CUDA software and integrated systems are commercially substantiated by platform usage and the Blackwell Ultra ramp. This supports a demonstrated intangible-asset advantage, without establishing an independently verified performance lead or network effect.

durability · 2/4 · The software history and successful successive product introductions support persistence, but rapid technological change and realized support for competing ecosystems through China exclusion constrain confidence in long-term durability.

customer dependency · 2/4 · Platform use in cloud services and continued adoption indicate operational relevance. Dependency and migration friction are inferred indirectly; customers retain cancellation flexibility and can develop alternatives, and concentrated buyers may possess bargaining power.

erosion resilience · 2/4 · Strong commercial growth continues despite export-related losses, but China exclusion has already strengthened competing ecosystems. Large commitments increase the consequences of demand displacement. These realized harms warrant a mixed assessment rather than treating every disclosed risk as an accomplished loss.

Pricing power50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Actual historical selling-price reductions coexist with price increases following supplier cost increases. Recent favorable product mix supports realized economics, but does not establish like-for-like price increases or unrestricted pricing power.

retention · 2/4 · Earlier platform usage and subsequent architecture adoption provide indirect evidence of sustained customer demand. Aggregate revenue growth cannot distinguish repeat purchases from new customers, and cancellation rights and customer-developed alternatives limit the strength of the inference.

margin resilience · 3/4 · Reported second-quarter gross margin increased to 75.0% from 72.4%, with first-half margin also 75.0%, despite continuing inventory-related burdens. This demonstrates strong recent resilience, attributable to Blackwell Ultra mix; earlier H20 losses preclude an exceptional durability assessment.

contractual freedom · 1/4 · Most sales are purchase orders that customers can generally cancel, change or delay without penalty, while NVIDIA carries significant supply commitments. This is direct evidence of fragile contractual protection of pricing and demand; detailed price-reset rights are not supplied.

Predictability61

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
49.49
Positive FCF years (%)
100.00
FCF margin volatility (pp)
12.43

Financial strength100

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
100.00
netDebtEbitGrade
100.00
interestCoverageGrade
100.00
currentRatioGrade
100.00
Debt / FCF (x)
0.09
Net debt / operating income (x)
-0.02
Interest coverage (x)
503.42
Current ratio (x)
3.91

Capital allocation93

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
109.95
3-year average dilution (%)
-0.69
3-year average SBC / revenue (%)
4.14
cashConversionGrade
82.87

Management63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Actual repurchases reduced outstanding shares despite equity issuance, and substantial liquid assets remain. However, debt increased materially, supply commitments rose to $279 billion, and large ecosystem investments coexist with realized inventory losses. Outcomes support a mixed assessment; complete cash-flow and investment-return evidence is unavailable.

incentive alignment · 3/4 · Actual performance-dependent compensation, multi-year vesting, award certification and completed vesting support strong alignment. Ownership requirements and disclosed compliance add evidence beyond founder status. Automatic downward goal adjustments and non-GAAP metrics temper the assessment; future awards are not assumed vested.

execution · 3/4 · Production shipments followed by a substantial Blackwell Ultra revenue ramp demonstrate execution, with market-platform results corroborating commercial delivery. This assesses management indirectly from operating outcomes, while recognizing realized inventory losses and the unproven outcome of expanded commitments.

governance · 2/4 · An independent lead director, broad director independence, shareholder rights and independent sessions actually held provide substantive oversight evidence. Remaining supermajority provisions after an unsuccessful removal attempt limit shareholder control. These practices support mixed governance quality, without proving exceptional oversight effectiveness.

Evidence

With our introduction of CUDA in 2006, we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for the emergence of modern AI.

Business: CUDA introduction and history · Filed 25/02/2026

Over the past 5 years, we have built full software stacks that run on top of our GPUs and CUDA to bring AI to the world’s largest industries, including NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, Omniverse for physical AI applications, and NVIDIA AI Enterprise software – essentially an operating system for enterprise AI applications.

Business: software stacks built on GPUs and CUDA · Filed 25/02/2026

In 2024, we launched the NVIDIA Blackwell architecture – connecting 36 Grace CPUs and 72 Blackwell GPUs in a data center scale, liquid-cooled design – for real-time trillion-parameter inference and training.

Business: integrated Blackwell platform launch · Filed 25/02/2026

The world’s leading cloud service providers, or CSPs, and consumer internet companies use our data center-scale accelerated computing platforms to enable, accelerate, develop, or enrich the services and offerings they deliver to billions of end users, including AI solutions and assistants, AI foundation models, search, recommendations, social networking, online shopping, live video, and translation.

Business: cloud and consumer internet platform usage · Filed 26/02/2025

We began shipping production units of our new Blackwell Ultra platforms including GB300 in the second quarter of fiscal year 2026.

MD&A: Blackwell Ultra production shipments · Filed 25/02/2026

Data Center revenue was $89.0 billion, up 117% from a year ago and up 18% sequentially, driven by the ramp of our Blackwell Ultra infrastructure.

MD&A: Data Center revenue and Blackwell Ultra ramp · Filed 26/08/2026

23 NVIDIA Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) Three Months Ended Six Months Ended Jul 26, 2026 Jul 27, 2025 Jul 26, 2026 Jul 27, 2025 (In millions) Revenue by Market Platform Data Center $ 89,023 $ 41,096 $ 164,269 $ 80,208 Hyperscale 48,710 24,168 91,761 46,428 AI Clouds, Industrial, & Enterprise 40,313 16,928 72,508 33,780 Edge Computing 7,198 5,647 13,568 10,597 Total revenue $ 96,221 $ 46,743 $ 177,837 $ 90,805 Note 14 - Leases Our lease obligations primarily consist of operating leases for our data centers and offices, with lease periods expiring between fiscal years 2027 and 2075.

Note 13: revenue by market platform · Filed 26/08/2026

Competition The market for our products is intensely competitive and is characterized by rapid technological change and evolving industry standards.

Business: competition and technological change · Filed 25/02/2026

As of the end of fiscal year 2026, we were effectively foreclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market helped our competitors build larger developer and customer ecosystems to challenge us worldwide.

Risk factors: realized China market exclusion and competing ecosystem development · Filed 25/02/2026

Because most of our sales are made on a purchase order basis, our customers can generally cancel, change, or delay product purchase commitments with little notice to us and without penalty.

Risk factors: purchase-order cancellation and modification rights · Filed 25/02/2026

Our partners or customers may develop their own solutions; our customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in the markets for which they purchase our products, all of which may alter partners’ or customers’ purchasing patterns.

Risk factors: customer-developed solutions and competing products · Filed 25/02/2026

Direct Customers – For fiscal year 2026, sales to one direct customer represented 22% of total revenue and sales to another direct customer represented 14% of total revenue, all of which were primarily attributable to the Compute & Networking segment.

Note 16: direct customer revenue concentration · Filed 25/02/2026

We have significantly increased our supply and capacity commitments from $119 billion last quarter to $279 billion as of July 26, 2026 to meet future demand.

MD&A: increased supply and capacity commitments · Filed 26/08/2026

If these models and 26 applications are primarily deployed on competitors’ platforms, they could reduce demand for our offerings.

MD&A: potential deployment of open models on competing platforms · Filed 26/08/2026

We have had to reduce average selling prices, including due to our channel pricing programs, increase prices for certain of our products as a result of our suppliers’ increase in prices, write down our inventory, incur cancellation penalties, and record impairments, and may have to do so in the future.

Risk factors: historical selling-price reductions and supplier-cost pass-through · Filed 25/02/2026

Gross margin increased to 75.0% for the second quarter of fiscal year 2027 compared to 72.4% for the second quarter of fiscal year 2026, and 75.0% for the first half of fiscal year 2027 compared to 66.6% for the first half of fiscal year 2026 due to improved mix from Blackwell Ultra.

MD&A: realized gross margins and Blackwell Ultra mix · Filed 26/08/2026

As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 diminished.

MD&A: realized H20 inventory and purchase-obligation charge · Filed 25/02/2026

During the first half of fiscal year 2027, we incurred a $0.4 billion charge associated with H200 for excess inventory and purchase obligations, as the demand for H200 products diminished.

MD&A: realized H200 inventory and purchase-obligation charge · Filed 26/08/2026

The net effect on our gross margin was an unfavorable impact of 0.8% and 1.0% in the second quarter and first half of fiscal year 2027, respectively.

MD&A: current inventory provisions' net gross-margin impact · Filed 26/08/2026

6 NVIDIA Corporation and Subsidiaries Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Common Stock Outstanding Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders’ Equity Shares Amount (In millions, except per share data) Balances as of Jan 25, 2026 24,304 $ 24 $ 10,118 $ 178 $ 146,973 $ 157,293 Net income — — — — 118,010 118,010 Other comprehensive loss — — — (203) — (203) Issuance of common stock 69 — 515 — — 515 Tax withholding related to common stock (23) — (4,531) — — (4,531) Shares repurchased (203) — (309) — (39,536) (39,845) Cash dividends declared and paid ($0.26 per common share) — — — — (6,290) (6,290) Fair value of partially vested equity awards assumed in connection with acquisitions — — 80 — — 80 Stock-based compensation — — 3,955 — — 3,955 Balances as of Jul 26, 2026 24,147 $ 24 $ 9,828 $ (25) $ 219,157 $ 228,984 Balances as of Jan 26, 2025 24,477 $ 24 $ 11,237 $ 28 $ 68,038 $ 79,327 Net income — — — — 45,197 45,197 Other comprehensive income — — — 142 — 142 Issuance of common stock 89 — 370 — — 370 Tax withholding related to common stock (26) — (3,380) — — (3,380) Shares repurchased (193) — (151) — (24,010) (24,161) Cash dividends declared and paid ($0.02 per common share) — — — — (488) (488) Fair value of partially vested equity awards assumed in connection with acquisitions — — 22 — — 22 Stock-based compensation — — 3,102 — — 3,102 Balances as of Jul 27, 2025 24,347 $ 24 $ 11,200 $ 170 $ 88,737 $ 100,131 See accompanying Notes to Condensed Consolidated Financial Statements.

Statements of shareholders' equity: repurchases, dividends, compensation and share count · Filed 26/08/2026

4 NVIDIA Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In millions) (Unaudited) Jul 26, 2026 Jan 25, 2026 Assets Current assets: Cash and cash equivalents $ 22,443 $ 10,605 Marketable debt securities 34,143 39,065 Marketable equity securities 42,783 12,886 Accounts receivable, net 63,059 38,466 Inventories 31,575 21,403 Prepaid expenses and other current assets 3,409 3,180 Total current assets 197,412 125,605 Property and equipment, net 14,285 10,383 Operating lease assets 5,390 2,867 Goodwill 21,125 20,832 Intangible assets, net 2,998 3,306 Deferred income tax assets 12,159 13,258 Non-marketable securities 51,157 22,251 Other assets 15,746 8,301 Total assets $ 320,272 $ 206,803 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 15,059 $ 9,812 Accrued and other current liabilities 26,960 21,352 Short-term debt 1,000 999 Total current liabilities 43,019 32,163 Long-term debt 32,366 7,469 Long-term operating lease liabilities 4,985 2,572 Other long-term liabilities 10,918 7,306 Total liabilities 91,288 49,510 Commitments and contingencies Shareholders’ equity: Preferred stock — — Common stock 24 24 Additional paid-in capital 9,828 10,118 Accumulated other comprehensive income (loss) (25) 178 Retained earnings 219,157 146,973 Total shareholders’ equity 228,984 157,293 Total liabilities and shareholders’ equity $ 320,272 $ 206,803 See accompanying Notes to Condensed Consolidated Financial Statements.

Balance sheets: liquidity, investments and increased debt · Filed 26/08/2026

These include equity investments of $99 billion and equity investment commitments of $25 billion as of July 26, 2026.

MD&A: equity investments and investment commitments · Filed 26/08/2026

96% of our CEO’s and 48% of our other NEOs’ Fiscal 2026 total target pay was dependent on corporate performance.

CD&A: fiscal 2026 performance-dependent target compensation · Filed 12/05/2026

Our executive compensation program adheres to the following practices: What We Do What We Don’t Do ü Emphasize at-risk, performance-based compensation, with simple, objective performance goals ü Use annual and multi-year performance targets to determine PSU awards earned ü Set rigorous performance goals and use different metrics for annual and multi-year awards ü Require NEOs to provide continuous service for 4 years to fully vest in RSU awards and SY PSU awards earned based on performance ü Evaluate our program annually based on feedback from stockholder engagement efforts and make adjustments when appropriate ü Mitigate compensation risks ü Cap performance-based variable cash and PSU payouts ü Retain an independent compensation consultant reporting directly to the independent CC ü Require NEOs to maintain meaningful stock ownership ü Maintain a clawback policy for performance-based compensation X Enter into agreements with NEOs providing for specific terms of employment or severance benefits X Give our executive officers special change-in-control benefits X Provide automatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards) X Give NEOs supplemental retirement benefits X Provide tax gross-ups X Pay dividends or the equivalent on unearned or unvested equity X Permit executive officers, employees, or directors to hedge their ownership of NVIDIA stock or to pledge NVIDIA stock as collateral for a loan (though we do allow participation in certain exchange funds for portfolio diversification) 39 Table of Contents How We Determine Executive Compensation The CC’s oversight and decision-making for our Fiscal 2026 executive compensation program was a multi-year process: December 2024 December 2024 - January 2025 March 2025 March 2026 May 2026 CC determined peer companies Members of management and the Board, including our Lead Director and CC Chair, engaged in stockholder outreach CC determined performance goals and approved target compensation levels and PSU and RSU grants, considering stockholder feedback and peer company practices CC certified achievement and payouts for Fiscal 2026 Variable Cash Plan, SY PSUs granted in Fiscal 2026 and MY PSUs granted in Fiscal 2024* CC oversaw compensation risk assessment; published executive compensation program details in proxy statement * The CC is expected to certify achievement and payouts for MY PSUs granted in Fiscal 2026 by March 2028.

CD&A: compensation safeguards and actual grant and certification timeline · Filed 12/05/2026

(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 2026 Stretch Compensation Plan Non-GAAP Operating Income goal of $120.0 billion was automatically adjusted to $96.0 billion, due to the imposition of additional export controls on the Company’s H20 products during the first half of Fiscal 2026.

CD&A: automatic export-control adjustments to performance goals · Filed 12/05/2026

(5)100% of the eligible MY PSUs granted in Fiscal 2024 vested on March 18, 2026.

CD&A: actual vesting of fiscal 2024 multi-year performance awards · Filed 12/05/2026

Our Corporate Governance Policies require each non-employee director to hold shares of our common stock with a total value equal to six times the annual cash retainer for Board service during the period in which he or she serves as a director (or ten times his base salary, in the case of the CEO).

Corporate governance: director and CEO ownership requirements · Filed 12/05/2026

Each non-employee director and Mr. Huang currently meets or exceeds the stock ownership requirements.

Corporate governance: actual ownership-guideline compliance · Filed 12/05/2026

Highlights of our corporate governance practices include: ü All directors independent, except for our CEO ü Independent Lead Director ü Proxy access ü Declassified Board ü Majority voting for directors ü Active Board oversight of risk management ü Stockholders can call a special meeting ü 75% or greater attendance by each director at meetings of the Board and applicable committees ü Independent directors frequently meet in executive sessions ü At least annual Board and committee self-assessments ü Annual stockholder outreach, including Lead Director participation ü Stock ownership guidelines for our directors and NEOs Advisory Approval of Executive Compensation for Fiscal 2026 (Proposal 2) We are asking our stockholders to cast a non-binding vote, also known as “say-on-pay,” to approve our NEOs’ compensation.

Corporate governance: independence, voting and shareholder rights · Filed 12/05/2026

In Fiscal 2026, our independent directors met in both types of executive sessions at all four of our scheduled quarterly Board meetings.

Corporate governance: independent executive sessions actually held · Filed 12/05/2026

At our 2025 Meeting, the Board proposed and recommended that stockholders approve an amendment and restatement of our Charter to eliminate the remaining supermajority voting provisions, which did not pass.

Stockholder proposals: unsuccessful elimination of remaining supermajority provisions · Filed 12/05/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
318/10/2026narrow
218/10/2026narrow
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?