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- $105 Billion Contingent Liability Cap (new) — The guaranty creates a substantial contingent liability tied to OpenAI's financial performance and lease obligations over a multi-year period.
- Counterparty Credit Risk On Openai (new) — NVIDIA's payment obligations are triggered by OpenAI insolvency or payment default, concentrating credit exposure on a single AI customer.
NVIDIA backs OpenAI's 4.25-gigawatt Ohio AI data center with up to $105B guaranty
Filed August 17, 2026 · Period ending August 17, 2026 · ~1 min read
Key Changes
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NVIDIA entered residual value guaranties capping its payment obligation at up to $105 billion to backstop OpenAI's lease of 4.25 gigawatts of AI data center capacity in Pike County, Ohio, with payments conditional on ready-for-service milestones expected to begin in 2028.
Item 1.01 verify on EDGAR → -
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If OpenAI becomes insolvent or defaults on lease payments, NVIDIA must cover any shortfall between the guaranteed minimum lease value and amounts recovered through reletting or sale, though OpenAI has agreed to reimburse and indemnify NVIDIA for any amounts paid.
Item 1.01 verify on EDGAR → -
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OpenAI will deploy NVIDIA's full-stack DSX AI factory platform across the 4.25-gigawatt capacity, securing a major infrastructure commitment for NVIDIA's AI platform with initial phases expected online in 2028.
Item 1.01 verify on EDGAR → -
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NVIDIA invested $1.5 billion in SB Energy, joining SoftBank Group and OpenAI as investors in the AI infrastructure developer building the PORTS-Pike campus.
Exhibit 99.1 view on EDGAR → -
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NVIDIA can optionally provide credit support for an additional 3.8 gigawatts at the Portsmouth Site, exercisable at its sole discretion.
Item 1.01 verify on EDGAR →
Summary
NVIDIA has committed up to $105 billion in residual value guaranties to backstop OpenAI's lease of a 4.25-gigawatt AI data center campus in Pike County, Ohio, developed by SB Energy.
The guaranties create a substantial contingent liability: if OpenAI becomes insolvent or fails to make lease payments, NVIDIA must cover any shortfall between the guaranteed minimum lease value and amounts recovered through reletting or sale. While OpenAI has agreed to reimburse and indemnify NVIDIA, the structure concentrates significant credit risk on a single counterparty.
NVIDIA's payment obligations are conditional on SB Energy satisfying ready-for-service milestones expected to begin in 2028. In exchange, NVIDIA secures exclusive hosting rights for its AI compute infrastructure at the site, with OpenAI committed to deploying NVIDIA's full-stack DSX AI factory platform across the 4.25-gigawatt capacity. NVIDIA also invested $1.5 billion in SB Energy, joining SoftBank Group and OpenAI as investors in the infrastructure developer. NVIDIA retains the option to extend its commitment to an additional 3.8 gigawatts at the site. The arrangement locks in a major deployment for NVIDIA's AI platform but ties that opportunity to a guaranty structure that could require substantial cash outlays if OpenAI's financial condition deteriorates.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 17, 2026, NVIDIA Corporation (“NVIDIA”) announced a multi-year partnership with SB Energy Corp. (collectively with its affiliates, “SB Energy”) to advance the development of the PORTS Technology Campus, a large-scale AI data center campus in Pike County, Ohio (the “Portsmouth Site”). Through the partnership and the credit support described below, NVIDIA has secured land, power, and shell capacity at the Portsmouth Site to host NVIDIA AI compute infrastructure. An affiliate of OpenAI Group PBC (such affiliate, “OpenAI”) will be the tenant.
NVIDIA entered a multi-year partnership with SB Energy to develop a large-scale AI data center campus in Pike County, Ohio. NVIDIA has secured land, power, and shell capacity at the site to host its AI compute infrastructure, with OpenAI as the tenant. This establishes NVIDIA's infrastructure footprint for a major AI deployment.
Added in current filing · verify on EDGAR →
On August 17, 2026, NVIDIA entered into multiple residual value guaranties (collectively, the “Agreements”) with SB Energy (the “Lessor”) relating to leases for approximately 4.25 gigawatts of IT load in the aggregate at the Portsmouth Site. An Agreement generally will become effective upon commencement of the applicable lease. NVIDIA also can provide credit support to secure approximately an additional 3.8 gigawatts at the Portsmouth Site, exercisable in its sole discretion.
NVIDIA entered residual value guaranties with SB Energy for leases covering approximately 4.25 gigawatts of IT load at the Portsmouth Site. NVIDIA can optionally provide credit support for an additional 3.8 gigawatts. These guaranties backstop OpenAI's lease obligations and enable NVIDIA to secure substantial data center capacity.
Added in current filing · verify on EDGAR →
NVIDIA’s aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment under the Agreements. NVIDIA’s payment obligations are subject to specified conditions, including among other things, that the Lessor has satisfied applicable ready-for-service conditions under the lease for the relevant premises, expected beginning in 2028.
NVIDIA's aggregate payment obligation under the guaranties is capped at $105 billion for its initial commitment. Payment obligations are conditional on the lessor satisfying ready-for-service conditions, expected to begin in 2028. This represents a substantial contingent liability tied to OpenAI's performance under the leases.
Event · Item 7.01 — Regulation FD Disclosure
NVIDIA announces partnership with SB Energy involving AI data center development at Portsmouth Site with OpenAI as tenant.
Added in current filing · verify on EDGAR →
On August 17, 2026, NVIDIA issued a press release announcing the partnership with SB Energy.
NVIDIA disclosed a partnership with SB Energy through a press release. The 8-K references development of a Portsmouth Site with OpenAI as tenant and deployment of NVIDIA's DSX AI factory platform, though specific financial terms, capacity details, and timeline are not disclosed in the 8-K body itself (they may be in the attached Exhibit 99.1 press release).
Added in current filing · verify on EDGAR →
the development, timing, scale, capacity, and operation of the Portsmouth Site; OpenAI’s role as the tenant and the expected deployment of NVIDIA’s DSX AI factory platform at the Portsmouth Site; the potential expansion of the Portsmouth Site and related commitments
The forward-looking statements section references a Portsmouth Site where OpenAI will serve as tenant and NVIDIA's DSX AI factory platform will be deployed. The filing indicates potential for site expansion and mentions commitments, though specific details on scale, capacity, timing, and financial terms are characterized as forward-looking and subject to risks.
Added in current filing · verify on EDGAR →
the amount, timing, and conditions of any payments by NVIDIA under the Agreements; the expected timing of the Lessor’s satisfaction of the applicable ready-for-service conditions
NVIDIA will make payments under agreements related to this partnership, with timing and amounts subject to conditions including a lessor meeting ready-for-service requirements. The specific payment amounts, schedule, and conditions are not disclosed in the 8-K body but are referenced as forward-looking items subject to uncertainty.
Event · Exhibit 99.1
NVIDIA secures exclusive AI compute hosting at SB Energy's PORTS-Pike campus in Ohio, invests $1.5B in SB Energy, with OpenAI as customer.
Added in current filing · view on EDGAR →
NVIDIA announced that it has secured land, power and shell (LPS) capacity through a partnership with SB Energy at the PORTS-Pike Technology Campus in Pike County, Ohio, to host NVIDIA compute. OpenAI will be the customer. SB Energy will build, own and operate the data center under a 20-year lease to OpenAI.
NVIDIA has secured exclusive rights to host AI compute infrastructure at SB Energy's PORTS-Pike campus in Ohio. The arrangement involves NVIDIA providing credit support for land, power, and shell buildout to secure initial 4.25 IT-GW capacity, with an option for an additional 3.75 IT-GW. OpenAI will be the customer under a 20-year lease arrangement with SB Energy, which will build, own and operate the data center.
Added in current filing · view on EDGAR →
NVIDIA will invest $1.5 billion in SB Energy, joining existing investors SoftBank Group and OpenAI. The investment supports SB Energy’s continued evolution into a leading AI infrastructure developer, while supporting Pike County and other local ... communities, with the vast opportunity ahead to deliver compute infrastructure at speed and scale.
NVIDIA is making a $1.5 billion equity investment in SB Energy, joining existing investors SoftBank Group and OpenAI. This investment supports SB Energy's development as an AI infrastructure provider and the PORTS-Pike campus project, which is expected to create tens of thousands of jobs and invest hundreds of millions in the Ohio community.
Added in current filing · view on EDGAR →
The AI factory will use NVIDIA’s full-stack DSX AI factory platform, including GPUs, CPUs and networking. The initial deployment is designed to support 4.25 IT-GW of AI factory capacity. NVIDIA has the option to extend the opportunity at PORTS-Pike beyond the initial capacity.
OpenAI will deploy NVIDIA's full-stack DSX AI factory platform at PORTS-Pike, including GPUs, CPUs and networking. The initial deployment supports 4.25 IT-GW of capacity, with NVIDIA holding an option to extend beyond this to utilize the remaining 3.75 IT-GW at the site. The campus is expected to come online in phases beginning in 2028.
Added in current filing · view on EDGAR →
In support of the surrounding Ohio community, SB Energy and SoftBank will build at least 10 GW of new energy generation, which results in 8 IT-GW of AI factory capacity, and invest at least $4.2 billion in new regional grid infrastructure through an innovative partnership with AEP Ohio designed to protect ratepayers. OpenAI has agreed to build on SB Energy’s originally announced $40 million community benefits fund with an incremental $40 million designed to support local priorities, including affordable energy, job creation and workforce development, and community and economic development.
The PORTS-Pike project includes substantial community commitments: at least 10 GW of new energy generation, at least $4.2 billion in regional grid infrastructure investment through a partnership with AEP Ohio, and an $80 million total community benefits fund ($40 million from SB Energy plus $40 million from OpenAI) supporting affordable energy, job creation, workforce development, and economic development in the region.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 17, 2026 · How we verify