MEMORANDUM

To: Client

From: Claude (AI-assisted SEC filings research)

Date: September 30, 2026

Re: SpaceX's dependency on GPU supply, with NVIDIA's customer concentration and stake as context

1. The dependency

SpaceX's AI segment depends on GPUs made by a small number of qualified suppliers, and SpaceX says it has no long-term or other material contracts with its direct chip suppliers, procuring all of its GPUs on a purchase-order basis [424B4 Risk Factors]. Those suppliers rely on a concentrated group of chip fabrication plants, and SpaceX warns that suppliers may prioritize other customers, including SpaceX's competitors, raise prices on short notice, require prepayments, or delay deliveries [424B4 Risk Factors]. SpaceX is also a seller of GPU capacity: the capacity contracted to Anthropic includes about 325,000 NVIDIA GPUs at $1.25 billion per month [424B4 Business], and the Google agreement covers about 110,000 NVIDIA GPUs at $920 million per month [FWP 6/5/26] [FWP 6/5/26]. Google may terminate if SpaceX does not deliver the committed GPUs by September 30, 2026 (after a one-month grace period), or accept fewer GPUs at a pro rata lower fee [FWP 6/5/26]. SpaceX also says that orbital AI at scale needs significantly more chips than it has today, and that its in-house chip project, Terafab, may not succeed [424B4 Risk Factors]. In short, SpaceX needs outside chip supply both to build and to honor its revenue contracts, and it has not secured that supply under long-term contract.

2. What SpaceX has contracted, and what it has not

Compute SpaceX has sold. Dates are as disclosed in the cited passages.

Related disclosure in the 10-Q. SpaceX says a significant portion of its AI infrastructure revenue is concentrated in a small number of customers, and that its cloud services agreements generally allow either party to terminate on 90 days' notice after an initial ramp period [10-Q Item 1A].

Compute and hardware SpaceX has committed to buy or lease.

• Non-cancellable, multi-year capacity commitments to cloud compute providers, requiring payment regardless of usage [424B4 Risk Factors]. Total non-cancelable contractual commitments were $27,955 million at June 30, 2026, primarily AI infrastructure and third-party cloud capacity and other services; the total also includes spectrum-transaction commitments [10-Q Note 16].
• A five-year equipment lease with Valor, a related party, for AI infrastructure hardware, with total undiscounted lease payments of $6,587 million [424B4 note].

What SpaceX has not contracted.

• A long-term supply contract with its direct chip suppliers: SpaceX says it has none [424B4 Risk Factors].
• Secure in-house supply: Terafab is meant to expand internal chip manufacturing, but SpaceX says it may not succeed, that it cannot assure Terafab will meet its goals on time or at all, and that it expects to keep sourcing a significant portion of its compute hardware from third parties. Its framework agreement with Tesla does not bind Tesla or Intel to remain in the project, and definitive agreements may not follow [424B4 Risk Factors].
• No update to this picture appears in the 10-Q, which says there were no material changes to the prospectus risk factors other than the new AI-infrastructure factor above [10-Q Item 1A].

3. NVIDIA context: customer concentration and the SpaceX stake

Concentration. NVIDIA's revenue is concentrated in a few direct customers. One direct customer was 13% of FY2024 revenue, three were 12%, 11% and 11% in FY2025, and two were 22% and 14% in FY2026 [NVIDIA FY2026 10-K]. In fiscal 2027, three customers were 21%, 17% and 16% of Q1 revenue [NVIDIA Q1 10-Q], and one customer was 16% of Q2 revenue [NVIDIA Q2 10-Q]. NVIDIA describes these customers only by percentage, and its definition of direct customers now includes cloud service providers and AI model makers [NVIDIA FY2026 10-K].

The stake. NVIDIA's 13F for the quarter ended June 30, 2026 reports 122,764,805 SpaceX Class A shares valued at $20,975,594,582, with sole voting and investment discretion, within total reported holdings of $63,439,974,569 across eight positions [NVIDIA 13F filing]. NVIDIA is not among the four holders on record that filed Schedule 13Gs on SpaceX: Musk (48.4%) [13G], Alphabet (7.2%) [13G], Gracias (6.5%) [13G] and Thiel (5.5%) [13G].

What the stake does.

• It establishes that NVIDIA is a shareholder of SpaceX with sole voting and investment power over its shares, and that the position was about a third of NVIDIA's reported 13F portfolio value at June 30 (our calculation from the figures above) [NVIDIA 13F filing].

What the stake does not change.

• SpaceX's stated supply terms: it still reports no long-term chip supply contracts and purchase-order buying [424B4 Risk Factors], and its 10-Q reports no material change to those risk factors [10-Q Item 1A].
• SpaceX's exposure under its customer contracts, including the 90-day termination rights and Google's September 30, 2026 GPU-delivery condition [424B4 Business] [FWP 6/5/26].
• Anything about GPU volume, price or priority: a 13F lists long positions in US-listed securities held at quarter end, not supply arrangements [NVIDIA 13F filing].

4. What this analysis does not establish

• Who supplies SpaceX's GPUs, and in what volume. The filings name NVIDIA GPUs only as the hardware in capacity sold to Anthropic [424B4 Business] and Google [FWP 6/5/26]. My searches of SpaceX's filings for a supply agreement with NVIDIA found none, but "not found by these searches" is not proof that none exists.
• Whether SpaceX is one of NVIDIA's 10%-plus customers. NVIDIA reports those customers only by percentage [NVIDIA FY2026 10-K].
• Whether the stake affects SpaceX's allocation, pricing or priority. No filing I read addresses this.
• Whether Google's September 30, 2026 delivery condition has been met. That is today's date, and nothing I found reports the outcome [FWP 6/5/26].
• The full terms of two deals. The Google agreement was not found in the final prospectus by my searches; its terms come from a free-writing prospectus [FWP 6/5/26]. The Cursor compute agreement's GPU count, monthly fee and ordinary cancellation rights were not found [424B4 note].
• NVIDIA's position after June 30. The 13F is a quarter-end snapshot [NVIDIA 13F filing]; this memo does not show later changes.

What I inferred rather than read in a filing

• NVIDIA's ownership percentage, roughly 1.6% of the Class A. I divided NVIDIA's shares by the share count implied by Alphabet's 13G (551,189,500 shares reported as 7.2%) [Alphabet 13G]. Musk's 13G (6,418,547,515 shares, 48.4%) implies a different base [Musk 13G], so treat the 1.6% as rough.
• That NVIDIA holds under 5%. Inferred from its absence among the four 13Gs on record (which reflect only the filings loaded in the corpus) and from the estimate above.
• Simple arithmetic on reported figures: the one-third portfolio share (and an implied price of about $170.86 per share) are my division of the 13F values, and the rise in concentration is my reading of the percentages cited in Section 3.
• The "two-sided dependency" characterization in Section 1 is my synthesis of the disclosures cited there, not a statement SpaceX makes.
• How NVIDIA came to hold the shares. I did not find this stated. SpaceX completed its merger with xAI on February 2, 2026 [FWP 6/8/26], but I have no filing showing NVIDIA held xAI stock, so any link between the two is speculation.

Source notes: search results are AI-ranked passages from SEC filings; each link opens the cited passage in the filing. The NVIDIA 13F link opens the filing folder because the holdings table is XML. Figures are as reported at the dates shown.