Nvidia guarantees $105B of OpenAI leases at an Ohio data center

Nvidia has agreed to guarantee up to $105 billion of data center leases for OpenAI in southern Ohio, according to a Form 8-K it filed with the SEC on Monday. The figure isn’t a cheque Nvidia is writing. It’s the cap on what Nvidia owes if OpenAI stops paying its rent.

What Nvidia signed are what the filing calls “residual value guaranties” with SB Energy, the landlord, covering leases for roughly 4.25 gigawatts of IT load at the PORTS-Pike Technology Campus in Pike County. Nvidia’s “aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment,” the filing says. That cap is a ceiling on a contingent liability, not a budget.

So the money moves only on what the filing names a “Trigger Event”: OpenAI’s insolvency resulting in a default, or OpenAI’s failure to make payments. If either happens, Nvidia covers the shortfall between a lease’s guaranteed minimum value and whatever a replacement tenant or a sale brings in. It can also assume the lease itself, force a reletting, or start a sale process.

Then comes the clause that reframes the headline, because it runs the other way. OpenAI “has agreed to reimburse and indemnify NVIDIA for any and all amounts actually paid by NVIDIA to the Lessor,” per the same filing. So Nvidia is backstopping a tenant that has promised to pay Nvidia back, which means the $105 billion measures exposure rather than commitment.

Term	What Nvidia filed
Guarantee cap	$105 billion aggregate payment obligation, initial commitment
Capacity covered	Approximately 4.25 gigawatts of IT load
Expansion option	Credit support for about 3.8 more gigawatts, at Nvidia’s sole discretion
Lease	20 years, SB Energy to OpenAI
Ready for service	Expected beginning in 2028
Equity investment	$1.5 billion from Nvidia into SB Energy

SB Energy builds, owns and operates the data center, which Nvidia’s announcement places on the decommissioned Portsmouth Gaseous Diffusion Plant. TechCrunch reported the land is owned by the US Department of Energy, and that the site once enriched uranium for the American nuclear arsenal and for Navy submarines. Nvidia will be the exclusive AI compute provider there.

Power, though, is the harder half. SB Energy and SoftBank will build at least 10 GW of new generation and put at least $4.2 billion into regional grid infrastructure, through a partnership with AEP Ohio that Nvidia says is designed to protect ratepayers. TechCrunch put the cost of the gas plant on the site at $33 billion, and reported that gas plant construction costs have risen 66% in two years, citing BloombergNEF.

We are securing long-lived infrastructure for NVIDIA compute so OpenAI can deploy the most productive AI factories that can be upgraded repeatedly with each new generation delivering more intelligence and better economics.

Jensen Huang, founder and CEO of NVIDIA, via NVIDIA Newsroom

The guarantee also shrank on its way to signing, and by a lot. CNBC had previously reported talks over a backstop of up to $250 billion covering 10 gigawatts, and it noted on Monday that the Wall Street Journal put the revised figure below $120 billion last week. Landing at $105 billion on 4.25 gigawatts makes three different figures reported for this one guarantee, which tells you how fluid the structures still are.

That fluidity is the part analysts keep flagging. Much of this debt sits off the hyperscalers’ balance sheets, and Morgan Stanley analysts have noted that the credit arrangements are themselves growing more convoluted, making it “increasingly difficult for investors to assess companies’ total potential leverage,” as Semafor reported. The European Central Bank has warned that a correction in US tech stocks looks likely even if AI eventually satisfies investor hopes. Nvidia filed this one under Item 2.03, which covers direct financial obligations and off-balance-sheet arrangements.

For OpenAI, the appeal is straightforward: it gets 20 years of compute without carrying the build risk, and it’s doing that just as enterprise revenue overtook consumer. Nvidia gets a captive site for its DSX platform and locks in demand, the same margin logic that pushed Microsoft to build its own models. CNBC quoted OpenAI president Greg Brockman calling compute “the new oil, the new limited resource of the AI age”.

Watch the credit rating. The filing says Nvidia’s obligations end at the earliest of four events, and one of them is OpenAI achieving a satisfactory credit rating. That clause only makes sense because OpenAI doesn’t hold such a rating today. Still, the filing doesn’t define what satisfactory means, and it doesn’t say who decides.