NVIDIA Corporation filed a Form 8-K with the SEC on August 17, 2026, disclosing a multi-year partnership with SB Energy Corp. and the execution of residual value guaranties capped at $105 billion related to a large-scale AI data center campus in Pike County, Ohio.

Key Highlights

  • Partnership announced: NVIDIA entered a multi-year partnership with SB Energy Corp. to advance development of the PORTS Technology Campus at the Portsmouth Site in Pike County, Ohio.
  • Capacity secured: NVIDIA entered residual value guaranties covering approximately 4.25 gigawatts of IT load in the aggregate, with an option to provide credit support for approximately an additional 3.8 gigawatts.
  • Payment cap: NVIDIA's aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment under the Agreements.
  • Tenant identified: An affiliate of OpenAI Group PBC will serve as the tenant at the Portsmouth Site, deploying NVIDIA's full-stack DSX AI factory platform.
  • Obligations contingent: Payment obligations are subject to specified conditions, including the Lessor satisfying applicable ready-for-service conditions, expected beginning in 2028.
  • Termination ceiling: NVIDIA's obligations under each Agreement terminate no later than the 20th anniversary of the commencement of the applicable lease, among other earlier termination events.
  • Reimbursement agreed: OpenAI has agreed to reimburse and indemnify NVIDIA for any and all amounts actually paid by NVIDIA to the Lessor under the Agreements.

NVIDIA's Residual Value Guaranties and Off-Balance Sheet Obligations at the Portsmouth AI Campus

According to the filing, NVIDIA Corporation (NASDAQ:NVDA) announced on August 17, 2026, a multi-year partnership with SB Energy Corp. to support development of the PORTS Technology Campus in Pike County, Ohio. Through the partnership, NVIDIA disclosed it has secured land, power, and shell capacity at the Portsmouth Site to host NVIDIA AI compute infrastructure. The filing identifies an affiliate of OpenAI Group PBC as the designated tenant.

The filing discloses that NVIDIA entered into multiple residual value guaranties with SB Energy as Lessor, relating to leases for approximately 4.25 gigawatts of IT load in the aggregate. Each Agreement is stated to become generally effective upon commencement of the applicable lease. NVIDIA's aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment. The filing also states that NVIDIA can provide credit support to secure approximately an additional 3.8 gigawatts, exercisable in its sole discretion. Payment obligations are subject to specified conditions, with ready-for-service satisfaction expected beginning in 2028.

The filing describes two defined "Trigger Events" that would activate NVIDIA's payment obligation: OpenAI's insolvency resulting in a lease default, or OpenAI's failure to make payments under a lease. Upon a Trigger Event, NVIDIA disclosed it may elect among several remedies, including assuming the applicable lease, requiring the Lessor to seek a replacement tenant, initiating a sale process, allowing lease termination, or deferring exercise of remedies for up to one year while paying specified project agreement costs. The filing notes that OpenAI has agreed to reimburse and indemnify NVIDIA for any and all amounts actually paid. The filing also disclosed the arrangement under Item 2.03 as the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The full text of the Agreements is stated to be filed as an exhibit to NVIDIA's Quarterly Report on Form 10-Q for the fiscal quarter ended July 26, 2026.

What Was Disclosed

NVIDIA's August 17, 2026 Form 8-K disclosed a multi-year partnership with SB Energy Corp., residual value guaranties capped at $105 billion covering approximately 4.25 gigawatts of IT load, and an off-balance sheet obligation, with OpenAI as the named tenant at the Portsmouth Site in Ohio.