The filing puts a number on NVIDIA's Ohio backstop, and an exit clause under it
NVIDIA's 8-K caps its obligation at $105bn, says it pays only if OpenAI defaults, and ends the guarantee early if OpenAI earns a credit rating.
NVIDIA told the SEC on Monday what it has actually signed at the PORTS Technology Campus in Pike County, Ohio. It has entered residual value guaranties with SB Energy covering leases for about 4.25 gigawatts of IT load, with an affiliate of OpenAI as the tenant, and its aggregate payment obligation is cumulatively capped at $105 billion for that initial commitment. It can extend credit support to roughly 3.8 gigawatts more, at its sole discretion.
The number is not a payment. A residual value guaranty is a floor under what the landlord recovers, and it is reached only through a trigger event: OpenAI becoming insolvent in a way that defaults a lease, or OpenAI failing to pay. If that happens, NVIDIA pays the difference between the guaranteed minimum value of the lease and whatever a replacement tenant or a sale brings in.
| Term | As filed |
|---|---|
| Cumulative cap, initial commitment | $105bn |
| Leases guaranteed, as each one commences | about 4.25 GW of IT load |
| Option on more, at NVIDIA's sole discretion | roughly 3.8 GW |
| Trigger | OpenAI's insolvency resulting in a default under a lease, or OpenAI failing to make lease payments |
| What NVIDIA then pays | the guaranteed minimum lease value, less whatever a replacement lease or sale recovers |
| Ends at the earliest of | 20 years from a lease starting; OpenAI terminating under its terms; OpenAI achieving a satisfactory credit rating |
After a trigger, NVIDIA picks its remedy: assume the lease itself, require SB Energy to try to relet the space, start a sale process, let the lease terminate, or defer the choice for up to a year while covering specified project costs. The obligations attach lease by lease, as each one commences, and are conditional on the site meeting ready-for-service conditions — expected, the filing says, to begin in 2028.
The clause worth reading twice is the one that ends it. NVIDIA's obligation terminates at the earliest of the twentieth anniversary of a lease starting, OpenAI terminating that lease under its terms, or OpenAI achieving a satisfactory credit rating. Stated plainly, this is a credit bridge for a tenant that does not yet have a rating good enough to sign a twenty-year lease on its own. Once OpenAI does, the guarantee falls away. OpenAI has also agreed to reimburse and indemnify NVIDIA for anything NVIDIA actually pays.
Around the guaranty sits the rest of the arrangement, announced the same day: NVIDIA is investing $1.5 billion in SB Energy, alongside existing investors SoftBank and OpenAI, and will be the exclusive AI compute provider at the campus. SB Energy and SoftBank say they will build at least 10 gigawatts of new generation to yield 8 gigawatts of IT capacity, and put at least $4.2 billion into regional grid infrastructure with AEP Ohio, anchored by an $80 million community benefits fund. Capacity is expected to come online in phases from 2028.
Two things are still not public. The guaranties themselves are not — NVIDIA says the form of the agreements will be filed as an exhibit to its next quarterly report — so the guaranteed minimum values, the schedule and the conditions behind the cap are unread. And $105 billion is a ceiling on a contingent obligation that begins accruing in 2028, not a sum anybody expects to pay: whether it is ever touched depends on a tenant's solvency two decades out.
Sources
This article was written from these pages. Read them.
- primaryNVIDIA Corporation — Form 8-K, 17 August 2026sec.gov
- primaryNVIDIA — the PORTS-Pike partnership announcementnvidianews.nvidia.com
- secondaryNvidia backing $105B in financing for OpenAI data center in Ohiocnbc.com
Written and edited by a person at Epoch, from the primary documents listed above, and checked before publication. Any diagram here is ours.
