The $105 billion promise Nvidia made ends the day OpenAI earns a satisfactory credit rating

On 17 August Nvidia told the Securities and Exchange Commission that it had signed a set of residual value guaranties with SB Energy Corp., covering leases for approximately 4.25 gigawatts of IT load at the PORTS Technology Campus in Pike County, Ohio. Its aggregate payment obligation under them is cumulatively capped at $105 billion. The tenant is an affiliate of OpenAI Group PBC.

The filing reports the arrangement under Item 1.01, entry into a material definitive agreement, and then again under Item 2.03 — creation of a direct financial obligation or an obligation under an off-balance-sheet arrangement. The press release furnished alongside it under Regulation FD is the part that travelled. Jensen Huang, quoted by Data Center Knowledge, said Nvidia was "securing long-lived infrastructure for Nvidia compute so OpenAI can deploy the most productive AI factories."

A guaranty pays on a defined failure, and this one defines two: OpenAI's insolvency resulting in a default under a lease, or OpenAI failing to make payments under a lease. On either, Nvidia owes an amount generally equal to the shortfall between the guaranteed minimum value of that lease and whatever is recovered through a replacement lease or a sale. Nvidia then chooses among five paths — assume the lease itself, require SB Energy to try to relet the premises, initiate a sale process, let the lease terminate, or defer any of that for up to a year while paying specified project agreement costs.

The obligations end at the earliest of four events. Two are unremarkable: the twentieth anniversary of a lease commencing, and OpenAI terminating that lease in accordance with its terms. A fourth catches customary events. The third is the one to read twice — the guaranty terminates on OpenAI achieving a satisfactory credit rating.

That clause says what the arrangement is. Someone has to be investment grade for a twenty-year lease on a multi-gigawatt campus to be financeable, and until OpenAI is that party, Nvidia is standing where it would stand. The exposure is dressed as real estate — guaranteed minimum values, reletting, resale — but what is being supplied is a balance sheet the lessor was willing to underwrite against.

The filing also records that OpenAI has agreed to reimburse and indemnify Nvidia for any and all amounts actually paid to the lessor. Set that beside the trigger and the two clauses close a circle: the indemnity is worth exactly what OpenAI's credit is worth, and OpenAI's credit is the thing the guaranty exists to substitute for. In the scenario that actually causes a payment, Nvidia's practical recourse is to the buildings and the power — assumed, relet or sold — rather than to the promise from the tenant that failed.

No money attaches yet, which is the part the headline number obscures. Each guaranty becomes effective when its lease commences, and payment obligations are conditional on the lessor satisfying ready-for-service conditions, expected to begin in 2028. Nvidia can also provide credit support for approximately an additional 3.8 gigawatts at the same site, entirely at its own discretion; Data Center Knowledge, reporting the deal on 19 August, puts the optional tranche at 3.75 GW toward a campus of roughly 8 GW, alongside a separate $1.5 billion Nvidia investment in SB Energy and a twenty-year OpenAI lease.

What Nvidia bought with the guaranty already has competing readings on the record. Brendan Burke, research director at Futurum, argued on 20 August that "credit support on real estate and power creates an instrument that no competing chipmaker has offered at this scale," and that Nvidia "has now closed the largest announced campus in that pipeline to every one of them," naming AMD and Broadcom. His estimate — that "in both structures, NVIDIA retains about a quarter of the asset risk, which is enough to mollify a credit committee yet small enough to repay in one product cycle" — is his arithmetic across the deals he examined, not a figure in the filing. Steven Dickens of HyperFrame Research, quoted in the same report, put it more warmly: "Leveraging the GPU as an investable asset class is a smart move by Nvidia as it unlocks capital for the AI build-out."

The form of the agreements will be filed as an exhibit to Nvidia's quarterly report for the fiscal quarter ended 26 July 2026. The cap, the two triggers, the five remedies and the four ways out are public now; the guaranteed minimum values, the schedule of lease commencements and whatever covenants sit around them are in the document that has yet to arrive. That exhibit, rather than any line on the quarter's income statement, is where the size of this obligation becomes readable.