NVIDIA Backstops and Residual Value Guarantees Explained
NVIDIA backs the financing of its own GPUs in three signed ways as of October 2026. It buys capacity that AI clouds cannot sell ($36 billion of commitments, typically six years), guarantees some AI clouds' data center leases ($3.5 billion maximum), and guarantees the value of OpenAI's leases at an Ohio campus (capped at $105 billion). [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm
None of the signed agreements guarantees what a GPU will resell for. The Financial Times reported on September 29, 2026 that NVIDIA was in early talks with insurers about cover that would pay lenders if a neocloud defaults and its pledged chips sell for less than the debt. [2]Financial Times, "Nvidia turns to insurers to spread risk of AI build-out" (September 29, 2026), as summarized by Investing.com via Yahoo Finance. Secondary: the FT original is paywalled.https://finance.yahoo.com/technology/ai/articles/nvidia-turns-insurers-spread-risk-052145747.html
What NVIDIA has offered
Five arrangements are in SEC filings. Each pays a different party on a different event.
| Support | First disclosed | Counterparty | NVIDIA pays when | Size |
|---|---|---|---|---|
| Capacity backstop [3]CoreWeave, Form 8-K: NVIDIA order form for unsold capacity through April 13, 2032 (September 2025)https://www.sec.gov/Archives/edgar/data/1769628/000176962825000047/crwv-20250909.htm | Sep 2025 | CoreWeave | Buys capacity CoreWeave has not sold, through April 13, 2032 | $6.3B initial order |
| AI cloud agreements [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm | By Jul 2026 | Select AI clouds (Sharon AI disclosed its own) | Buys committed capacity the cloud does not sell to third parties; takes a revenue share | $36B of commitments, typically 6 years |
| Land, power and shell guarantees [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm | By Jul 2026 | Landlords of select AI clouds | Covers the AI cloud's data center lease if it defaults | $3.5B maximum exposure |
| Residual value guaranties [4]NVIDIA, Form 8-K: residual value guaranties with SB Energy for the PORTS Technology Campus (August 17, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000069/nvda-20260817.htm | Aug 17, 2026 | SB Energy, landlord to OpenAI in Ohio | Shortfall below a guaranteed minimum lease value if OpenAI defaults | Capped at $105B |
| Financing platforms [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm | Aug 2026 | Several large capital providers | Not defined; memoranda of understanding only | Platforms to raise more than $500B of third-party capital |
Capacity backstops cover the risk that customers do not show up. The guarantees cover the risk that a tenant stops paying rent. Neither covers what the hardware is worth in year four, which is the number a GPU lender's collateral depends on.
The financing platforms are not yet a backstop. NVIDIA signed memoranda of understanding in August 2026 with capital providers for platforms meant to raise more than $500 billion, and its 10-Q says they may not lead to definitive agreements. [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm
How the capacity backstops work
A capacity backstop makes NVIDIA the customer of last resort. CoreWeave disclosed the first one in September 2025: an order form under which NVIDIA buys any capacity CoreWeave has not sold, through April 13, 2032, with an initial value of $6.3 billion. [3]CoreWeave, Form 8-K: NVIDIA order form for unsold capacity through April 13, 2032 (September 2025)https://www.sec.gov/Archives/edgar/data/1769628/000176962825000047/crwv-20250909.htm
By its quarter to July 26, 2026, NVIDIA had turned the structure into agreements with select AI clouds. [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm The 10-Q describes the steps:
- The AI cloud buys NVIDIA systems.
- NVIDIA commits to a cloud service agreement for that capacity, typically six years.
- The AI cloud can stop providing capacity to NVIDIA at any time and sell it to third parties at better rates.
- NVIDIA's commitment shrinks as third parties, or NVIDIA's own research teams, use the capacity.
- If certain criteria are met, NVIDIA takes a share of the cloud's third-party revenue.
NVIDIA names no partners. Sharon AI reported a $4.9 billion, six-year "strategic compute collaboration" with NVIDIA for up to 40,000 GB300 GPUs in its second-quarter 2026 results. [5]Sharon AI, second-quarter 2026 results, Form 8-K Exhibit 99.1 (August 6, 2026)https://www.sec.gov/Archives/edgar/data/2068385/000149315226036254/ex99-1.htm
The backstop is largest when the operator struggles to sell capacity and smallest when it succeeds. It pays for capacity delivered, so a cluster that is down or late earns nothing from it.
What the residual value guaranty covers
NVIDIA's only signed residual value guaranties back a landlord, and they cover the lease and power at one campus. On August 17, 2026 NVIDIA signed guaranties with SB Energy for about 4.25 GW of IT load at the PORTS Technology Campus in Pike County, Ohio, leased to an OpenAI affiliate. [4]NVIDIA, Form 8-K: residual value guaranties with SB Energy for the PORTS Technology Campus (August 17, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000069/nvda-20260817.htm
- Cap: $105 billion in aggregate for the initial commitment.
- Trigger: OpenAI insolvency that defaults a lease, or OpenAI failing to pay rent.
- Payment: the shortfall between the lease's guaranteed minimum value and what a replacement lease or sale recovers.
- NVIDIA's options on a trigger: assume the lease, have the landlord re-let, sell, let the lease terminate, or defer for up to a year while paying specified project costs.
- Term: each guaranty starts with its lease, as each of nine construction phases completes from fiscal 2029, and ends after the 20-year lease term or once OpenAI reaches a satisfactory credit rating. [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm
- In return the campus hosts only NVIDIA infrastructure, with limited exceptions, and OpenAI reimburses NVIDIA for anything it pays.
The form of guaranty ties the landlord's deal to three project agreements: the lease, a power purchase agreement and a transmission agreement. [6]NVIDIA, Exhibit 10.1 to Form 10-Q: Form of Residual Value Guaranty (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda2027q2ex101.htm The 10-Q says the guaranties cover defined portions of lease and power payments, not the full cost of the site. [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm The GPUs inside the buildings are outside them.
A construction lender to the PORTS landlord gains NVIDIA as a backstop behind OpenAI. A lender financing the GPUs at the same campus gains nothing from it.
Vendor guarantee vs RVI vs lost revenue cover
Each protection moves a different risk to a different payer. Residual value insurance (RVI) pays if the equipment sells below an insured floor. Lost revenue cover pays if a contracted customer stops paying. A vendor guarantee pays on whatever terms the vendor wrote.
| NVIDIA capacity backstop | NVIDIA residual value guaranty (PORTS) | Residual value insurance | Lost revenue cover | |
|---|---|---|---|---|
| Who pays | NVIDIA | NVIDIA | An insurer | An insurer |
| Who it protects | The AI cloud, and its lenders if the agreement is pledged | The landlord | The lender or lessor named on the policy | The lender |
| Trigger | Committed capacity goes unsold | Tenant insolvency or non-payment | Equipment sells below the insured floor at a set date | A contracted customer stops paying |
| What it pays | The agreed rate for unsold capacity | Guaranteed minimum value less what a re-lease or sale recovers | The shortfall below the floor | Lost contract revenue |
| Covers GPU resale value | No | No | Yes | No |
The guarantor is also the vendor
NVIDIA's maximum exposure under its lease guarantees was $108.5 billion after the SB Energy deal. [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm Its capacity commitments sit on top of that.
NVIDIA sells the hardware its backstops support, and each backstop helps sell the next system. The scenario in which a capacity backstop pays most, rental demand falling across the market, is also one in which NVIDIA's own sales slow. A lender holding an NVIDIA backstop on NVIDIA collateral holds one name twice.
What a backstop does to the advance rate
Lenders size a GPU loan on two limits: the cash flow the contracts can service, and what the collateral recovers at default. CoreWeave's DDTL 4.0 shows both in one sentence of its 10-Q, which caps borrowing by the depreciable cost of the equipment and by projected debt service coverage. [7]CoreWeave, Form 10-Q for the quarter ended June 30, 2026, Note 10 (Debt) (filed August 12, 2026)https://www.sec.gov/Archives/edgar/data/1769628/000176962826000366/crwv-20260630.htm A backstop helps the side it covers and leaves the other alone.
Customer credit sets the spread
| Secured GPU loan, floating | Public deals | Median spread | Range |
|---|---|---|---|
| Investment-grade customer or rating (2026) | 5 | SOFR + 2.375% | SOFR + 2.25% to SOFR + 3.00% |
| Other customers (2025-26) | 6 | SOFR + 4.75% | SOFR + 4.00% to SOFR + 5.50% |
The gap between the medians is 238 basis points. CoreWeave's DDTL 2.0 priced the same gap inside one loan in 2024: SOFR + 6.00% on draws against specified investment-grade contracts, and SOFR + 13.00% against non-investment-grade ones. [8]CoreWeave, IPO prospectus (424B4), Description of Material Indebtedness: DDTL 2.0 pricing (March 27, 2025)https://www.sec.gov/Archives/edgar/data/1769628/000119312525067651/d899798d424b4.htm
Capacity backstops work on the cash flow side
A capacity backstop turns unsold capacity into a receivable from NVIDIA. It counts toward debt service only if the agreement is pledged to the lender, runs as long as the loan, and pays at a rate that covers the debt. None of those terms is public for the AI cloud agreements.
When those terms hold, the market prices NVIDIA as the customer. Lambda's $926 million term loan, secured on GPU servers and contracted cash flows from an investment-grade offtaker, was rated Baa2 by Moody's and closed at SOFR + 3.00% in August 2026. [9]Moody's, first-time Baa2 rating on Lambda Compute II LLC's senior secured term loan (August 11, 2026)https://ratings.moodys.com/ratings-news/470834 [10]Lambda, "Lambda closes $926 million senior secured term loan B facility" (August 27, 2026)https://lambda.ai/blog/lambda-closes-926-million-senior-secured-term-loan-b-facility Moody's identified the offtaker as NVIDIA.
Residual cover works on the collateral side
A floor under resale value lets a lender carry a balloon or a higher advance against hardware that would otherwise be haircut. If GPUs insured at a 20% floor sell for 5%, the policy pays the 15% shortfall. NVIDIA's PORTS guaranty does none of this for a GPU loan: its floor sits under the building.
How GPU values decline by model and year is in the 2026 GPU residual value report.
What it costs the operator
NVIDIA's backstops are paid for in upside and control. The price is not public, but the filed terms show where it comes from:
- Revenue share: NVIDIA participates in third-party revenue once certain criteria are met. [1]NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000075/nvda-20260726.htm
- Capacity: until the operator sells it, committed capacity serves NVIDIA, including its own research workloads.
- Exclusivity: the PORTS campus hosts only NVIDIA infrastructure, with limited exceptions. [4]NVIDIA, Form 8-K: residual value guaranties with SB Energy for the PORTS Technology Campus (August 17, 2026)https://www.sec.gov/Archives/edgar/data/1045810/000104581026000069/nvda-20260817.htm
- Scale: the disclosed agreements cover CoreWeave and operators with tens of thousands of GPUs.
Insurance is priced as a premium, set deal by deal and paid by whoever buys the policy. The operator keeps its upside and its choice of hardware.
The customer moves the price more than either. The same cluster financed against an investment-grade contract priced 238 basis points tighter at the median in the public deals above. How those contracts are written is in compute offtake agreements.
References
- NVIDIA, Form 10-Q for the quarter ended July 26, 2026, Notes 8, 10 and 12 and risk factors (filed August 26, 2026)
- Financial Times, "Nvidia turns to insurers to spread risk of AI build-out" (September 29, 2026), as summarized by Investing.com via Yahoo Finance. Secondary: the FT original is paywalled.
- CoreWeave, Form 8-K: NVIDIA order form for unsold capacity through April 13, 2032 (September 2025)
- NVIDIA, Form 8-K: residual value guaranties with SB Energy for the PORTS Technology Campus (August 17, 2026)
- Sharon AI, second-quarter 2026 results, Form 8-K Exhibit 99.1 (August 6, 2026)
- NVIDIA, Exhibit 10.1 to Form 10-Q: Form of Residual Value Guaranty (filed August 26, 2026)
- CoreWeave, Form 10-Q for the quarter ended June 30, 2026, Note 10 (Debt) (filed August 12, 2026)
- CoreWeave, IPO prospectus (424B4), Description of Material Indebtedness: DDTL 2.0 pricing (March 27, 2025)
- Moody's, first-time Baa2 rating on Lambda Compute II LLC's senior secured term loan (August 11, 2026)
- Lambda, "Lambda closes $926 million senior secured term loan B facility" (August 27, 2026)
Frequently Asked Questions
Does NVIDIA guarantee GPU loans?
Not directly, as of October 2026. NVIDIA buys capacity that select AI clouds cannot sell ($36 billion of commitments, typically six years), guarantees some AI clouds' data center leases ($3.5 billion maximum) and guarantees OpenAI's leases at the PORTS campus in Ohio (capped at $105 billion). None of the signed agreements guarantees a GPU loan or the resale value of the GPUs.
What is NVIDIA's residual value guarantee with SB Energy?
Guaranties signed August 17, 2026 to SB Energy, landlord of about 4.25 GW at the PORTS Technology Campus in Ohio, leased to an OpenAI affiliate. If OpenAI defaults or stops paying, NVIDIA pays the shortfall between a guaranteed minimum lease value and what a re-lease or sale recovers, up to $105 billion in total. It covers defined lease and power payments, not the GPUs.
What is NVIDIA's capacity backstop for neoclouds?
An agreement under which NVIDIA commits to buy an AI cloud's capacity, typically for six years, while the cloud can take capacity back to sell to third parties at better rates. NVIDIA takes a revenue share once certain criteria are met. CoreWeave disclosed the first one, a $6.3 billion order through April 2032, in September 2025.
Does an NVIDIA backstop raise the advance rate on a GPU loan?
Only on the side it covers. A capacity backstop can support the cash flow limit if it is pledged to the lender, runs as long as the loan and pays enough to cover debt service. It does nothing for collateral value at default, which residual value insurance covers instead.
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