SB Energy files for IPO with a $3.2B loss and a $439B backlog

SB Energy, the SoftBank-controlled power and data center developer behind OpenAI’s Ohio campus, filed for an initial public offering on September 1. The S-1 filed with the SEC shows a company that lost $3.2 billion in the first half of 2026 on $138.7 million of revenue, and that hasn’t yet earned a dollar from a data center.

The company has applied to list on the Nasdaq Global Select Market and Nasdaq Texas under the ticker SBE. SoftBank stays the controlling shareholder after the offering. The press release names JPMorgan, Goldman Sachs, Morgan Stanley, Citigroup and Mizuho as lead bookrunners, and adds a retail tranche for UK investors through Marex. Neither the share count nor the price range has been set.

The headline risk factor is the customer. The filing says SB Energy is “substantially dependent on OpenAI,” which is the tenant at the PORTS-Pike Technology Campus in Pike County, Ohio, and at two buildings in Milam County, Texas. OpenAI is also a significant equity investor, so the same company sits on both sides of the ledger.

This concentration means that our near-term revenues, project-level financing arrangements, and development plans are significantly linked to OpenAI’s continued performance under our lease and related agreements.

SB Energy, Form S-1 risk factors

That dependence explains the numbers. The filing counts about $439 billion of backlog, of which roughly $430 billion comes from the data center segment and PORTS-Pike makes up “a substantial majority.” Building it all out carries about $178 billion of backlog-associated capex, and the filing itself calls the backlog “a hypothetical estimate based on management’s assumptions.”

Figure from the S-1	H1 2026	Full year 2025
Total revenue	$138.7M	$213.5M
Net loss attributable to SB Energy	$3,208.9M	$738.0M
Stock-based compensation in that loss	$589.5M	$674.1M
Warrant liability fair value charge	$2,573.1M	Not stated in the summary
Data center revenue	$0	$0

Most of the first-half loss is paper. The S-1 attributes $2.57 billion of it to a non-cash change in the value of warrant liabilities and another $589.5 million to stock-based compensation. Even so, the revenue line is going the wrong way while the company spends. Revenue from customer contracts fell 5% year on year in the first half, and the filing says data center revenue isn’t expected before late 2026.

What’s carrying the story is Nvidia. As we covered when Nvidia guaranteed $105 billion of OpenAI’s leases in August, the chipmaker’s credit backs the first 4.25 gigawatts of IT capacity at PORTS-Pike, with an option to cover the rest of the campus’s roughly 8 gigawatts. Nvidia’s own announcement adds a $1.5 billion investment in SB Energy and says the site is meant to host Nvidia compute exclusively. The S-1 says the guarantee falls away if OpenAI reaches a designated credit rating.

Co-CEO Rich Hossfeld put the point plainly on CNBC’s “Squawk Box” after that deal. “The reason Nvidia is on our part of the equation here is that, you know, helps us to unlock things like investment-grade financing,” he said, according to CNBC’s report on the filing.

CNBC also counted the names, and that count says a lot about who this company is for. OpenAI appears 306 times in the prospectus against 325 for SoftBank, and Nvidia 135 times. We checked the document and got the same tallies.

The catch is that OpenAI’s own finances aren’t stable enough to make a 20-year lease boring. OpenAI reported a $12.3 billion operating loss on $6.7 billion of revenue in the second quarter, which is the gap the Nvidia backstop is meant to cover, on Hossfeld’s own account. The S-1 spells out the downside: if OpenAI’s condition deteriorates or it exercises rights to shrink its leases, “the resulting loss of data center revenue could have a material adverse effect.”

The filing also names a risk that sits outside the standard list. SB Energy says it “may face community opposition, local moratoria and hyper-local dissent, including growing public resistance to AI and AI-related infrastructure,” and points to Ohio and Texas specifically. Alongside that sit the usual warnings: new technologies that “could render our facilities obsolete or unmarketable,” including changes in rack densities and cooling configurations, a slowdown in hyperscaler capex, and an oversupply of announced capacity.

None of SB Energy’s data centers is operating. The Cosmos campus and the Milam County site are under construction, but PORTS-Pike isn’t, though the filing says ground has been broken for some aspects of the project. Its first phase targets 2028. The power business, 5.5 gigawatts of solar and battery capacity that is operating, under construction or contracted, produced substantially all of the revenue.

CNBC, citing The Wall Street Journal, reports SB Energy is looking to raise between $5 billion and $7 billion and could start trading as soon as this month. The number to watch is the price range, because it sets what investors think a $439 billion backlog is worth when the largest tenant is still losing money.