Commitments and Contingencies

6 Months Ended

Jul. 26, 2026

Commitments and Contingencies Disclosure [Abstract]

Commitments

We entered into strategic commitments across our supply, infrastructure, and partner ecosystems to capitalize on future growth opportunities and support our business.

Future commitments by fiscal year as of July 26, 2026, were as follows:


	Remainder of 2027		2028		2029		2030		2031		2032 and thereafter		Total

	(In billions)
Supply and capacity	$	92	$	87	$	88	$	6	$	5	$	1	$	279
Cloud service agreements	3		8		7		6		4		1		29
Data center leases not commenced	—		1		1		2		1		20		25
Equity investments	18		3		2		2		—		—		25
Capital expenditures	7		1		—		—		—		—		8
Total	$	120	$	100	$	98	$	16	$	10	$	22	$	366

Supply and capacity – We have partnered with our extensive network to secure the necessary supply and critical components needed to meet demand for the next several years, increasing supply commitments from $119 billion last quarter to $279 billion as of July 26, 2026. These supply commitments are for our data center infrastructure systems, primarily memory and manufacturing facilities, to produce our products for long-term demand across current and future product architectures. We enter into agreements with our suppliers that allow them to procure inventory based upon our defined criteria, and in certain instances, these agreements may be cancelable, rescheduled, or adjustable for our business needs prior to placing firm orders. Changes to these agreements may result in additional costs.

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.

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.

Equity investments – We committed to make certain equity investments in AI model makers, infrastructure financiers, and other private companies, subject to certain contingencies.

Capital expenditures – Our capital expenditures primarily include obligations for data center equipment and infrastructure used for engineering and manufacturing operations.

Additional Commitments and Guarantees

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.

Additional Commitments

Future commitments by fiscal year as of July 26, 2026, were as follows:


	Remainder of 2027		2028		2029		2030		2031		2032 and thereafter		Total

	(In billions)
AI cloud agreements	$	—	$	6	$	8	$	7	$	6	$	9	$	36
Data center leases not commenced for third party	—		—		1		1		1		17		20
Total	$	—	$	6	$	9	$	8	$	7	$	26	$	56

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

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.

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.

Guarantees

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.

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.

The following table summarizes the maximum gross exposure related to our guarantees, including the SB Energy Corp. guarantees signed in August 2026 (in billions):


Land, power, and shell guarantees for AI clouds	$	3.5
SB Energy Corp. guarantees	105.0
Total	$	108.5

Accrual for Product Warranty Liabilities

The estimated product returns and product warranty activity consisted of the following:


	Three Months Ended				Six Months Ended
	Jul 26, 2026		Jul 27, 2025		Jul 26, 2026		Jul 27, 2025
	(In millions)
Balance at beginning of period	$	2,948	$	2,080	$	2,807	$	1,290
Additions	391		220		720		1,090
Utilization	(401)		(156)		(589)		(236)
Balance at end of period	$	2,938	$	2,144	$	2,938	$	2,144

For the second quarter and first half of fiscal years 2027 and 2026, the additions in product warranty liabilities primarily related to our Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recognized any liability in our Condensed Consolidated Financial Statements for such indemnifications.

Litigation

Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. NVIDIA filed a petition for a writ of certiorari on March 4, 2024. On June 17, 2024, the Supreme Court of the United States granted NVIDIA’s petition for a writ of certiorari. After briefing and argument, the Supreme Court dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11, 2024, and issued judgment on January 13, 2025. On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, 2023, took effect, and the case was remanded to the district court for further proceedings. On March 25, 2026, the district court granted plaintiffs’ motion for class certification and certified a class of investors consisting of all persons or entities who purchased or otherwise acquired NVIDIA common stock between August 10, 2017, and November 15, 2018, inclusive, excluding certain persons and entities, such as NVIDIA’s officers and directors, and members of their immediate families, among others.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The case has not yet been reopened by the court. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.

The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-MN) and Nelson v. Huang, et al. (Case No. 1:19-cv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On March 7, 2025, after the Supreme Court issued its judgment dismissing the Company’s petition for writ of certiorari as improvidently granted in the In Re NVIDIA Securities Litigation action, the district court adopted the parties’ stipulation to extend the stay until the final and complete resolution of the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures. On August 11, 2025, the court granted the parties’ stipulation to voluntarily dismiss with prejudice plaintiff City of Westland Police and Fire Retirement System. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action.

Accounting for Loss Contingencies

As of July 26, 2026, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while reasonably possible, are not probable. Further, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business, as well as regulatory and government inquiries and investigations, and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these matters will not have a material adverse effect on our operating results, liquidity or financial position. These matters are subject to inherent uncertainties and if the ultimate outcome is unfavorable, there exists the possibility of a material adverse impact on our operating results, liquidity or financial position in the period the outcome becomes estimable and probable.