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Nvidia's backstop for OpenAI ends the day OpenAI earns a credit rating
The guarantee only pays out if OpenAI defaults, and OpenAI has agreed to reimburse Nvidia for anything Nvidia pays.
Chandni Melwani
Founder & Editor
Aug 17, 2026 · 2 MIN READ
The News
Nvidia disclosed in an 8-K filed on August 17, 2026 that it has entered multiple residual value guaranties with SB Energy covering leases for approximately 4.25 gigawatts of IT load at the PORTS-Pike Technology Campus in Pike County, Ohio. An OpenAI affiliate is the tenant under a 20-year lease. Nvidia's aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment, payable only if OpenAI becomes insolvent or fails to pay, and calculated as the shortfall between a lease's guaranteed minimum value and what a replacement lease or sale recovers. Nvidia is separately investing $1.5 billion in SB Energy, which will build, own and operate the facility, joining what Nvidia's newsroom calls "existing investors SoftBank Group and OpenAI." Capacity is expected to come online in phases beginning in 2028.
Know More
- — The instrument: a residual value guaranty, not a loan or a purchase. Nvidia promises the landlord a floor on what the lease is worth, and pays only the gap if the tenant walks.
- — The exit: Nvidia's obligations end, in the 8-K's own order, at the earliest of the 20th anniversary of a lease, OpenAI terminating it under its terms, OpenAI achieving a satisfactory credit rating, or other customary termination events.
- — The clawback: OpenAI has agreed to reimburse and indemnify Nvidia for any and all amounts Nvidia actually pays SB Energy.
- — The option: Nvidia can provide credit support for roughly 3.8GW more at the site, exercisable at its sole discretion. OpenAI is the customer for the full 8 IT-GW.
- — The power: SB Energy and SoftBank will build at least 10GW of new generation to yield 8 IT-GW of capacity, plus at least $4.2bn of regional grid investment with AEP Ohio.
Four conditions end Nvidia’s obligation, and the third one names the problem. Nvidia’s guarantee on OpenAI’s Ohio leases terminates, the 8-K says, on the earliest of the twentieth anniversary of a lease, OpenAI ending it under its terms, “OpenAI achieving a satisfactory credit rating,” and other customary termination events.
A residual value guaranty is narrower than it sounds. Nvidia has not bought a data centre or lent anyone money. It has told SB Energy, which will build and own the campus, that if OpenAI goes insolvent or stops paying, Nvidia covers the gap between the lease’s guaranteed minimum value and whatever a replacement tenant or a sale recovers, cumulatively capped at $105 billion. Nothing is owed while the rent arrives.
What it buys is financeability. SB Energy must raise money against a 20-year lease for roughly 4.25 gigawatts of IT load, and lenders price that on the tenant’s covenant. OpenAI does not yet have a rating that carries it, so Nvidia’s balance sheet stands in until it does. OpenAI has also agreed to reimburse Nvidia for anything Nvidia actually pays, which makes this a guarantor arrangement rather than a subsidy: the chipmaker fronts the credit and keeps a claim against the customer.
Around it sits a conventional build, on the decommissioned Portsmouth Gaseous Diffusion Plant. SB Energy, whose existing investors Nvidia’s own newsroom lists as SoftBank Group and OpenAI, will construct at least 10 gigawatts of generation and put at least $4.2 billion into regional grid work with AEP Ohio, with capacity phased in from 2028 — a date to hold lightly, given that the order book for the transformers that energise a campus runs about 30 months. The tenant, in other words, is also a shareholder in its landlord.
So what: the scarce skill here is not GPUs but structuring the credit that lets a data centre lease close, and Nvidia has now published a template. Sovereign funds and developers underwriting Gulf compute face the same unrated-tenant problem.
Related
Frequently Asked Questions
What is a residual value guaranty?
It is a promise to a landlord or lender that an asset will be worth at least a set amount. Here, if OpenAI defaults, SB Energy relets the space or sells it, and Nvidia pays the difference between what that recovers and the guaranteed minimum value written into the lease. Nvidia is not buying the data centre and does not owe anything while OpenAI keeps paying.
Why would a chip company guarantee its customer's rent?
SB Energy has to finance a multi-gigawatt build against a 20-year lease, and the strength of that financing depends on the tenant's credit. The filing says Nvidia's obligations end once OpenAI achieves a satisfactory credit rating, which is a direct statement of the problem the guarantee solves: it substitutes Nvidia's balance sheet for a credit rating OpenAI does not yet have.
Does this mean Nvidia is funding OpenAI?
Not as the filing describes it. The guarantee is conditional, capped at $105 billion, and OpenAI has agreed to indemnify Nvidia for anything Nvidia actually pays out. Nvidia is lending its credit rather than its cash, and retains a claim against OpenAI if the guarantee is ever called.
Sources
- Nvidia Corporation, Form 8-K filed August 17, 2026 (SEC EDGAR) — the residual value guaranties, the $105bn cap, the trigger events and the termination conditions
- Nvidia newsroom, "NVIDIA Guarantees SB Energy's PORTS-Pike Technology Campus in Ohio" — capacity, the $1.5bn SB Energy investment, generation and grid commitments
- PORTS-Pike Technology Campus — the site being redeveloped from the decommissioned Portsmouth Gaseous Diffusion Plant
Chandni Melwani
Chandni Melwani is the founder and editor of New in AI, covering AI agents, M&A, and enterprise adoption. She holds a Master's in Management of Artificial Intelligence from Queen's University and brings a practitioner's perspective from her work in Data and AI leadership.
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