Nvidia told the SEC on Monday that it has agreed to guarantee up to $105 billion of lease and power payment obligations at a data centre campus it will not own, on land it does not control, for a tenant it does not employ. The tenant is OpenAI.
The structure, announced jointly by Nvidia, OpenAI and SoftBank-backed SB Energy: SB Energy will build, own and operate an eight IT-gigawatt campus at the PORTS-Pike Technology Campus in Pike County, Ohio — the site of the decommissioned Portsmouth Gaseous Diffusion Plant, which enriched uranium for the Cold War. OpenAI is the customer for all eight IT-GW. Nvidia is the exclusive AI compute provider, has secured the land, power and shell capacity for an initial 4.25 IT-GW with an option on the remaining 3.75, and is separately putting $1.5 billion of equity into SB Energy.
The guarantee is narrower than the headline number suggests, and the narrowness is the story. Per the filing, these are residual value guaranties covering leases for roughly 4.25 GW of IT load, capped at $105 billion, and they fire on a “Trigger Event” — OpenAI’s insolvency or its failure to make lease payments. If that happens, Nvidia covers the shortfall to a guaranteed minimum value, with the option to assume the lease, re-let it, sell it, terminate it, or defer remedies for up to a year. It is a backstop on buildings and power, not a blanket underwrite of OpenAI’s spending.
The numbers underneath
SB Energy and SoftBank say they will build at least 10 GW of new generation to yield the 8 IT-GW of usable capacity, and put at least $4.2 billion into regional grid infrastructure through a partnership with AEP Ohio that the parties describe as designed to protect ratepayers. The community benefits fund now stands at $80 million after OpenAI matched SB Energy’s original $40 million. OpenAI says the project will create 35,000 construction jobs and 2,500 permanent operating positions. First capacity is slated to come online in phases beginning in 2028. Goldman Sachs and JP Morgan advised SB Energy; Morgan Stanley advised Nvidia.
Jensen Huang spent Monday on X pre-empting the obvious objection. “Is this circular financing? No. OpenAI will pay the lease,” he wrote, framing the guarantee as Nvidia using its scale and long-term visibility to make a site happen that otherwise would not get financed.
Our take: He is probably right about the payments and beside the point about the risk. The disclosure that matters is not $105 billion — it is that Nvidia has now written into an SEC filing the precise conditions under which it ends up holding the keys to an eight-gigawatt campus in southern Ohio. Call it what it is: vendor financing with a real-estate collateral package. It converts Nvidia from a supplier that sells into the AI build-out into a creditor exposed to whether that build-out pencils in 2028. The chips are a sale. The guarantee is a position.
It also lands three days after a Wall Street Journal review found roughly $3 trillion of AI-related commitments across nine tech giants that do not sit on their balance sheets as debt. Residual value guaranties are exactly that species of obligation: footnote, not liability, until something goes wrong. The Ohio deal is the first time one of them has been disclosed with a nine-figure-per-gigawatt price tag and a named trigger.
What to watch
- The option. Whether Nvidia extends credit support to the remaining 3.75 IT-GW is the cleanest read available on how tight land-power-and-shell capacity actually is.
- The 10-Q. Residual value guaranties live in the footnotes. Nvidia’s next quarterly filing will show how the company sizes the maximum exposure and what, if anything, it books as a liability today.
- The ratepayers. The $4.2 billion AEP Ohio grid arrangement still has to survive state regulatory review. Data-centre power deals have become a live political fight in half a dozen states.
- Copycats. Once one chip supplier guarantees a landlord, every other developer starts asking for the same signature. Watch whether AMD, Broadcom or the hyperscalers get pulled into similar structures.
The tell on any of these deals is never the announcement. It is what the balance sheet looks like two years later, when the capacity that was contracted in 2026 has to find customers in 2028.