Added10-Q 2026-08-26 vs 10-K 2026-02-25
Commitments, guarantees, and other commercial arrangements expose us to financial, counterparty and execution risks and may not provide anticipated benefits.
NVDANvidia
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. 10-K, Item 1
- Employees
- 42,000
- Headquarters
- Santa Clara, CA
- CEO
- Jen Hsun Huang
- Next results
- around Nov 18, 2026
28 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•Commercial arrangements expose us to counterparty risks, which may negatively impact our business, financial condition, or results of operations.
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We have entered into an intellectual property license arrangement with Groq, Inc., or Groq, that required significant, nonrefundable payments. Successfully incorporating the licensed technology into our architectures and product roadmaps requires significant engineering effort and may not occur on expected timelines or at all. The licensed technology may not achieve the desired results as designed or achieve customer or ecosystem adoption. The economic outcomes of this arrangement depend on our ability to translate the licensed technology into commercially viable products and services over time, and we may be unable to recover the associated costs or realize an adequate return on this spend. If our efforts to use the licensed technology are delayed or unsuccessful, our business, operating results, and financial condition could be negatively impacted.
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•our customers’ and partners’ ability to secure capital and energy and to build complex datacenter infrastructure timely; and
The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these and other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex, multi-year process involving significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.
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We are increasing our U.S.-based manufacturing and investing in specialized equipment and processes to support domestic production. We may experience delays or difficulties in scaling production as planned. Our ability to increase manufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply to the required volume timely. Delays or shortfalls could impact our ability to meet demand.
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Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors have engaged and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts
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Factors that have caused and/or could in the future cause disruptions to our worldwide operations include: natural disasters, extreme weather conditions, power or water shortages, critical infrastructure failures, telecommunications failures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military
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We are finalizing an investment and partnership agreement with OpenAI. There is no assurance that we will enter into an investment and partnership agreement with OpenAI or that a transaction will be completed.
Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses.
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We have entered and may in the future enter into commercial arrangements, including long-term capacity purchase obligations and financial guarantees, and have been asked to offer financing arrangements to support our customers’ and partners’ buildout of datacenter infrastructure. We have not entered into any financing arrangements. Commercial arrangements expose us to counterparty risk, including customers' or partners' inability to fulfill their financial commitments and secure necessary financing or infrastructure, the occurrence of significant project delays, and counterparty financial distress or insolvency, all of which may negatively impact our business, financial condition, or results of operations. Financing arrangements, if undertaken, may in some circumstances result in lower upfront cash flows associated with extended payment terms or payment terms made over a multi-year term and may increase credit risk.
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3 more
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.
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In April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. 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 products diminished.
In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers. We generated approximately $60 million in H20 revenue under those licenses. USG officials expressed an expectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the USG did not publish a regulation codifying such requirement.
In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China. The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.
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.
The export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government. 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. Unless we are able to return with a product that meets the approval of both the USG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and adverse impact on our business, operating results, and financial condition.
In addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls impacting our products, and may impose additional controls in the future.
In January 2025, the USG published the AI Diffusion IFR in the Federal Register. The IFR would have imposed a worldwide licensing requirement on our data center products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have divided the world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and burdensome scheme for licensing approvals.
In May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, timing, and requirements of the forthcoming rule remain uncertain. The replacement rule may impose new restrictions on our products or operations and/or add license requirements that could have a material impact on our business, operating results, and financial condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the NDAA. The GAIN AI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules, and could also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump Administration.
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Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements.
Similar paragraph at 1 of 74 other Technology companies: SMCIFor example, the USG already imposed license conditions that limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, such as imposing license conditions on the use of products to be exported to certain countries, and may impose additional conditions such as requiring chip tracking and throttling mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. Such government mandates in chip designs could introduce system vulnerabilities and expose us to significant risk and potential liability, negatively impact demand for our products, and could have a material impact on our business, operating results, and financial condition. Even if not enacted into binding legislation, draft bills have impacted and may in the future negatively impact our business. For example, following U.S. legislative proposals calling for mandatory features in our chips, China’s government publicly questioned whether our H20 products have built-in vulnerabilities, discouraging customers from purchasing our products. We provided a public response explaining that our GPUs, including H20, do not include such built-in vulnerabilities, and will respond to any follow-up questions we receive.
Open-source foundation models are rapidly growing in popularity with developers worldwide. Any regulatory control or other restriction that limits our ability to provide products and services that support third-party applications and models, including applications built on foundation models originating in China such as DeepSeek, Qwen, or KIMMI, could have a material impact on our business, operating results, and financial condition.
The USG already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a significant portion of our supply and distribution chain and
negatively impact sales of such products to markets outside China, including the U.S. and Europe. In addition, as the performance of the gaming GPUs increases over time, export controls may have a greater impact on our ability to compete in markets subject to those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong.
Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training.
Export controls have and are likely in the future to have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside the scope of such control. Export controls have already and may in the future encourage customers outside China and other impacted regions to “design-out” certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Export controls have already encouraged and may in the future encourage overseas governments to request that our customers purchase from our competitors rather than NVIDIA or other U.S. firms, harming our business, market position, and financial results.
As a result, export controls have in the past and may in the future negatively impact demand for our products and services not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale, resulting in excess inventory and purchase obligations as we recently experienced with the H20. At the same time, such controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls.
Similar paragraph at 1 of 74 other Technology companies: MCHPThe increasingly complex export controls impose complex and burdensome compliance obligations on our partners, suppliers, and customers. While we seek to strictly comply with all applicable export control regulators, reports of diversion of controlled products, even when unsubstantiated and untrue, may negatively impact our business, relationships with partners and customers, and our reputation. Incorrect allegations that our compliance efforts satisfy the letter but not the “spirit” of the applicable regulations, as well as incorrect allegations that legitimate and appropriate business is using supposed “loopholes” in the export controls may negatively impact our business, relationships with partners and customers, and our reputation.
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New in the latest 10-Q
47 paragraphs in the 10-Q filed Aug 26, 2026 with nothing like them in the 10-Q filed May 20, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
As of July 26, 2026, and January 25, 2026, debt securities of $ 42.0 billion and $ 13.1 billion, respectively, in a continuous loss position had been so for less than 12 months, and the related unrealized losses were not significant.
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We had $ 3.3 billion of investments in infrastructure financiers accounted for using the equity method as of July 26, 2026. Those equity method investments deemed to be variable interest entities, or VIEs, had a maximum loss exposure, including carrying values and future committed amounts, of $ 4.7 billion as of July 26, 2026. We have determined we are not the primary beneficiary of our VIE investments and, therefore, do not consolidate the VIEs in our consolidated financial statements. Income from equity method investments is recognized in Other income, net, and was not significant for the second quarter and first half of fiscal year 2027.
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Payment from customers is generally due shortly after delivery of our products. In certain cases, for investment-grade customer purchases, we have and may in the future provide longer payment terms ranging from 90 days up to one year to assist customers with large data center builds depending on size.
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We entered into land, power, and shell guarantees for select AI cloud partners’ data center lease obligations in the event of their default. The guarantees are classified as credit derivatives, the fair values of which were not significant, with changes in fair values recognized in Other income, net.
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In the second quarter of fiscal year 2027, we received warrants to purchase shares of publicly-traded common stock with terms of three to five years. These warrants are classified as equity derivatives, initially recognized within Other assets, with the corresponding benefit substantially deferred. Subsequent valuation changes are recognized in Other income, net. As of July 26, 2026, the fair values of the equity derivatives, a Level 3 measurement, were $824 million.
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In June 2026, we issued an aggregate of $ 25.0 billion of senior unsecured notes across seven tranches for general corporate purposes.
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We entered into strategic commitments across our supply, infrastructure, and partner ecosystems to capitalize on future growth opportunities and support our business.
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Cloud service agreements - These commitments provide the cloud infrastructure to support our research and development of our open models, such as NVIDIA Nemotron, Cosmos, and GR00T, and our autonomous vehicle software.
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Data center leases not commenced - These leases will be primarily used for engineering, product design, and testing of our compute chips, networking products, and systems. They are expected to begin between the third quarter of fiscal year 2027 and fiscal year 2033 and have terms up to twenty years. Many of the expected lease start dates are subject to and dependent on timing of facility construction completion. Refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for additional information on our leases that have commenced and are recognized in our financial statements.
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Equity investments - We committed to make certain equity investments in AI model makers, infrastructure financiers, and other private companies, subject to certain contingencies.
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Capital expenditures - Our capital expenditures primarily include obligations for data center equipment and infrastructure used for engineering and manufacturing operations.
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Securing land, power, and shell for data centers is a critical phase in the AI infrastructure buildout. We have entered into arrangements to assist select customers with securing the land, power, shell, and data center capacity needed to support their growth. These strategic commitments and guarantees may impact our financial results and are dependent on the performance of our customers and partners.
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AI cloud agreements - We have partnered with leading AI clouds to enable broader access to our AI infrastructure to serve AI startups, model builders, enterprises, research organizations and sovereign customers. Under these agreements, AI clouds procure our data center infrastructure products and we commit to cloud service agreements, which the AI clouds can unilaterally stop providing to us and sell to third-party customers at more advantageous rates. Our commitments
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decrease as capacity is used by third-party customers or by us for our research and development efforts. If certain criteria are met, we will participate in revenue share generated by the AI clouds from third-party customers.
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Data center leases not commenced for third party - We have entered into data center leases with terms of approximately fifteen years that are expected to commence between fiscal year 2028 and fiscal year 2029. The expected lease start dates are subject to and dependent on timing of construction completion. We expect to reassign these data center leases to third parties. Refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for additional information on our leases.
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Land, power, and shell guarantees for AI clouds - We entered into land, power, and shell guarantees for select AI cloud partners’ data center lease obligations in the event of their default. The maximum gross exposure under all agreements is $ 3.5 billion. Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information on our derivatives.
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SB Energy Corp. guarantees - In August 2026, we entered into guarantees, capped at a total of $ 105 billion, to provide credit support on a land, power, and shell buildout with affiliates of SB Energy Corp. (SB Energy) on behalf of a customer, an affiliate of OpenAI Group PBC (OpenAI), related to leases for approximately 4.25 gigawatts of IT load in the aggregate at SB Energy’s PORTS Technology Campus in Pike County, Ohio. Each guarantee generally becomes effective upon commencement of the applicable lease, with corresponding guarantee amounts increasing, as each of the nine phases of data center construction is completed, the first of which is expected in fiscal year 2029. Our payment obligations under the guarantees are triggered upon certain tenant defaults and the amount is expected to decrease over the course of each phase’s 20 -year lease term. Our guarantees are limited to defined portions of lease and power payments and not the full cost of the site or all of the tenant’s obligations. The guarantees terminate upon certain events, including OpenAI achieving a satisfactory credit rating or after each respective lease term has completed. In exchange for the guarantees, the site will exclusively host NVIDIA AI infrastructure, subject to limited exceptions. We also hold an option, exercisable in our sole discretion, to provide additional credit support in phases for approximately 3.8 additional gigawatts as the site scales.
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The following table summarizes the maximum gross exposure related to our guarantees, including the SB Energy Corp. guarantees signed in August 2026 (in billions):
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Land, power, and shell guarantees for AI clouds $3.5 SB Energy Corp. guarantees 105.0 Total $108.5
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Our next-generation Data Center architecture, Vera Rubin, began production shipments in the third quarter of fiscal year 2027. We will be shipping both Blackwell and Rubin systems in the future and are currently experiencing certain supply constraints. Demand estimates for our products can be inaccurate and create volatility in our revenue or supply levels. To secure inventory and capacity to meet demand for the next several years, we have entered into significant commitments and may continue to enter into manufacturing and supply agreements for both current and future products, and we continue to expand our supplier base. The scale and size of our production needs and the complexity of producing our data center systems has caused and could in the future cause delays in production, challenges in managing supply and demand, revenue volatility, quality issues, increased inventory provisions, decreases in product yields, higher material
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costs, and increased warranty costs. 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. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q. Customers may postpone purchasing new architectures due to the lack of availability of data center infrastructure to deploy our products, constraints on capital to have sufficient funding to purchase our products, or may adopt new technologies more gradually than anticipated, affecting our revenue timing and supply chain expenses.
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In August 2026, we entered into guarantees with SB Energy Corp. to provide credit support on the land, power, and shell buildout at SB Energy’s PORTS Technology Campus in Pike County, Ohio, covering leases for approximately 4.25 gigawatts of IT load. The campus will exclusively host our compute under 20-year leases to OpenAI, subject to limited exceptions, with our obligation capped at $105 billion in the aggregate, subject to certain conditions including SB Energy, the lessor, satisfying applicable ready-for-service conditions. Each guarantee generally becomes effective upon commencement of the applicable lease, with corresponding guarantee amounts increasing as each of nine data centers is placed in service, which is expected to begin in fiscal year 2029. Our exposure declines as OpenAI fulfills its lease payments. Our guarantees are limited to defined portions of lease and power payments and not the full cost of the site or all of the tenant’s obligations. The guarantees terminate upon certain events, including OpenAI achieving a satisfactory credit rating or after each respective lease term has completed. We also hold an option, exercisable in our sole discretion, to provide additional credit support in phases for approximately 3.8 additional gigawatts as the site scales. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
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In the second quarter of fiscal year 2027, we introduced a new business model with certain select AI cloud partners, to enable broader access to our data center infrastructure products to serve AI startups, model builders, enterprises, research organizations, and sovereign customers. We believe these AI cloud partners have strong customer demand and robust sales pipelines but are constrained by the large-scale infrastructure that is required to meet that demand. Through this model, we expect our AI cloud partners will be able to deploy incremental NVIDIA AI infrastructure, enabling them to serve a broader set of customers and address expanding demand for AI compute. Under these agreements, AI clouds procure our data center infrastructure products and we commit to cloud service agreements, which the AI clouds can unilaterally stop providing to us and sell to third-party customers at more advantageous rates. Our commitments, which are typically six years in duration, totaled $36 billion as of July 26, 2026, and decrease as capacity is used by third-party customers or by us for our research and development efforts. If certain criteria are met, we will participate in revenue share generated by the AI clouds from third-party customers, which may contribute to revenue in the future. If market conditions change, it may negatively impact our financial results. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
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In August 2026, we entered into memorandums of understanding with several large capital providers to establish independent financing platforms designed to mobilize more than $500 billion of third-party capital over time to support the deployment of AI infrastructure. These and other preliminary arrangements may not lead to definitive agreements. These arrangements are designed for our ecosystem partners and customers to build and gain access to AI infrastructure with the corresponding funding structures independently underwritten and provided by the capital providers. At our option, we may provide limited residual-value support for a portion of specific projects, subject to disciplined risk management and project-by-project evaluation.
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(2) During the second quarter of fiscal year 2027, we reclassified a company from ACIE to Hyperscale due to a change in their business model and recast the prior period revenue associated with this company.
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In June 2026, we issued an aggregate of $25.0 billion of senior unsecured notes across seven tranches for general corporate purposes.
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We have entered and may in the future enter into commitments, guarantees, and other commercial agreements, including long-term capacity purchase obligations, financial guarantees, and other forms of credit support and financing arrangements to support our customers’ and partners’ buildout of data center infrastructure. Financing arrangements with certain investment-grade customers, including extended payment terms under large, multi-quarter agreements, will continue to affect the timing of our operating cash flows.
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Market risk
Our marketable equity securities consist of publicly-held equity securities, while our non-marketable equity securities are investments in privately-held companies. Publicly-held equity securities are subject to market price volatility.
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In the first half of fiscal year 2027, we made additional investments in publicly-held equity securities and non-marketable equity securities that are subject to these risks, which could have a material impact on the carrying value of our holdings.
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Risk Factors
Commitments, guarantees, and other commercial arrangements expose us to financial, counterparty and execution risks and may not provide anticipated benefits.
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To support our operations and growth, we commit capital to secure supply and capacity, obtain cloud services, and lease data center capacity. These arrangements require substantial payments over many years. If future demand, our needs or plans differ from our expectations, we may be unable to reduce these commitments. Future demand may be affected by the ability of customers and partners, including those developing open models, to generate revenue and sustain investment in computing infrastructure.
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To support our customers’ and partners’ buildout of AI infrastructure, we enter into commercial arrangements, including financial guarantees and other forms of credit support, financing arrangements, and data center leases.
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Customers or partners may fail to fulfill their financial commitments, secure necessary capital or infrastructure, complete projects on schedule or within budget, or experience financial distress or insolvency. Power constraints, government actions or regulations, permitting delays, or community opposition may delay, restrict or prevent the development or operation of data centers. We may have limited control over these matters.
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Financing arrangements with certain investment-grade customers, including extended payment terms under large, multi-quarter agreements, will continue to affect the timing of our operating cash flows. We intend to assign certain data center leases to third parties. Delays in completing these assignments could cause us to bear the related lease costs longer than anticipated.
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We have entered into agreements with AI clouds to enable broader access to our data center infrastructure products. Under the agreements, if AI clouds do not successfully sell committed capacity to third-party customers, we have agreed to purchase that capacity. We may not have sufficient demand for, or the operational ability to use or resell, all the capacity we are committed to purchase. We may earn a share of revenue generated by sales of the supported capacity, but lower-than-expected AI compute demand or pricing may reduce the revenue we receive.
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We have entered into guarantees with SB Energy relating to leases at the PORTS Technology Campus that may expose us to substantial obligations over extended periods. SB Energy may not complete or deliver the infrastructure as expected or on schedule, which may delay or reduce anticipated benefits. If OpenAI does not perform its obligations or becomes subject to an insolvency event, and a guarantee is triggered, we may assume the applicable lease, require the landlord to
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seek a replacement tenant, initiate a sale process or choose to pursue other remedies. A replacement tenant or buyer may not be found on acceptable terms or timing, any replacement lease or sale may generate less value than anticipated, and our obligations may continue longer than expected. We may assume long-term lease obligations, incur ongoing lease-related costs or make substantial payments. Although OpenAI has agreed to reimburse and indemnify us for certain losses, we may not recover amounts promptly or in full.
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In August 2026, we entered into memoranda of understanding with large capital providers regarding independent financing platforms through which the providers would raise and deploy third-party capital for the buildout of AI infrastructure. These and other preliminary arrangements may not lead to definitive agreements.
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Any of these risks may adversely affect our business, financial condition, results of operations or cash flows.
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under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.
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Our indebtedness may adversely affect our financial condition and cash flows from operations.
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As of July 26, 2026, we had $33.5 billion aggregate principal amount of senior notes outstanding. As each series of senior notes matures, unless redeemed or repurchased, we must either repay or refinance the notes. If we decide to refinance, we may receive less favorable terms or be unable to refinance at all, which may adversely affect our financial condition. We also have a $25.0 billion commercial paper program with no amounts outstanding as of July 26, 2026.
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Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments; increase our vulnerability to adverse changes in general economic, industry and competitive conditions; limit our flexibility in responding to changes in our business and industry; impair our ability to obtain future financing; and restrict our ability to grant liens on property, enter into certain mergers and dispose of assets.
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Our ability to comply with the covenants in our indenture may be affected by events beyond our control. If we breach any of the covenants without a waiver from the note holders, then, subject to applicable cure periods, any such indebtedness may be declared immediately due and payable. In addition, changes to our credit rating may negatively impact the value and liquidity of our securities, restrict our ability to obtain future financing and affect the terms of any such financing.
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Other information
* Includes 367,942 shares from future vests of equity awards, assuming the maximum number of shares issuable under performance-based equity awards where performance is yet to be certified, as well as shares from vests of any future equity grants awarded during the term of the plan. The actual number of shares to be sold will be net of shares withheld by the Company for taxes.
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** Represents shares from future vests of equity awards, assuming the maximum number of shares issuable under performance-based equity awards where performance is yet to be certified. The actual number of shares to be sold will be net of shares withheld by the Company for taxes.
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Item 6
^ Certain terms of this agreement have been redacted in accordance with Regulation S-K Item 601(b)(10) and certain schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Aug 26, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 25, 2026 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 26, 2026.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
To support our operations and growth, we commit capital to secure supply and capacity, obtain cloud services, and lease data center capacity. These arrangements require substantial payments over many years. If future demand, our needs or plans differ from our expectations, we may be unable to reduce these commitments. Future demand may be affected by the ability of customers and partners, including those developing open models, to generate revenue and sustain investment in computing infrastructure.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
To support our customers’ and partners’ buildout of AI infrastructure, we enter into commercial arrangements, including financial guarantees and other forms of credit support, financing arrangements, and data center leases.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
Customers or partners may fail to fulfill their financial commitments, secure necessary capital or infrastructure, complete projects on schedule or within budget, or experience financial distress or insolvency. Power constraints, government actions or regulations, permitting delays, or community opposition may delay, restrict or prevent the development or operation of data centers. We may have limited control over these matters.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
Financing arrangements with certain investment-grade customers, including extended payment terms under large, multi-quarter agreements, will continue to affect the timing of our operating cash flows. We intend to assign certain data center leases to third parties. Delays in completing these assignments could cause us to bear the related lease costs longer than anticipated.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
We have entered into agreements with AI clouds to enable broader access to our data center infrastructure products. Under the agreements, if AI clouds do not successfully sell committed capacity to third-party customers, we have agreed to purchase that capacity. We may not have sufficient demand for, or the operational ability to use or resell, all the capacity we are committed to purchase. We may earn a share of revenue generated by sales of the supported capacity, but lower-than-expected AI compute demand or pricing may reduce the revenue we receive.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
We have entered into guarantees with SB Energy relating to leases at the PORTS Technology Campus that may expose us to substantial obligations over extended periods. SB Energy may not complete or deliver the infrastructure as expected or on schedule, which may delay or reduce anticipated benefits. If OpenAI does not perform its obligations or becomes subject to an insolvency event, and a guarantee is triggered, we may assume the applicable lease, require the landlord to
Added10-Q 2026-08-26 vs 10-K 2026-02-25
seek a replacement tenant, initiate a sale process or choose to pursue other remedies. A replacement tenant or buyer may not be found on acceptable terms or timing, any replacement lease or sale may generate less value than anticipated, and our obligations may continue longer than expected. We may assume long-term lease obligations, incur ongoing lease-related costs or make substantial payments. Although OpenAI has agreed to reimburse and indemnify us for certain losses, we may not recover amounts promptly or in full.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
In August 2026, we entered into memoranda of understanding with large capital providers regarding independent financing platforms through which the providers would raise and deploy third-party capital for the buildout of AI infrastructure. These and other preliminary arrangements may not lead to definitive agreements.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
Any of these risks may adversely affect our business, financial condition, results of operations or cash flows.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.
Added10-Q 2026-08-26 vs 10-K 2026-02-25
Beginning in August 2025, the USG granted licenses that would have allowed us to ship certain H20 products to certain China-based customers, but such sales were restricted by the PRC government, and we were unable to sell our H20 inventory.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
As of the end of the second quarter of fiscal year 2026, 2027, while we were able to ship uncontrolled products to China, such as gaming and workstation GPUs, we were effectively foreclosed from competing in China's 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.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
If we were ever found to have violated export control laws or sanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
Several states are considering enacting or have already enacted regulations concerning AI technologies, with new state laws that took effect on January 1, 2026, which may impact our ability to train, deploy, or release AI models, models and systems, including those capable of autonomous action, and increase our compliance costs.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
For example, in October 2025, the Senate passed the “GAIN GAIN AI Act” Act in the NDAA. National Defense Authorization Act.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
While we seek to strictly comply with all applicable export control regulators, reports of diversion of controlled products, even when unsubstantiated and untrue, or any compliance failure at a customer or partner, may negatively impact our business, relationships with partners and customers, and our reputation.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for wide distribution in China’s data center market that receives with the approval from both the USG and the Chinese government.
Reworded10-Q 2026-08-26 vs 10-K 2026-02-25
As a result, any H200 H200s shipped under the new licensing program will be are subject to a 25% tariff upon importation into the United States.
The first 22 of 26 are shown (at most 12 of each type).
Work on NVDA in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/NVDA/export.csv") into a cell.