Nvidia filed an 8-K capping a $105 billion guarantee for OpenAI's campus in Ohio
OpenAI will be the tenant at SoftBank's Pike County site. Nvidia pays if the rent is not paid, up to that cap, from 2028.
On Monday Nvidia told the SEC it had signed residual-value guarantees with SB Energy, a SoftBank company, covering leases for about 4.25 gigawatts of IT load at the PORTS Technology Campus in Pike County, Ohio. OpenAI is the tenant. Nvidia's payment obligation is "cumulatively capped at $105 billion." It can, if it chooses, extend credit support to another 3.8 gigawatts at the same site.
The guarantee is not a cheque written today. It becomes effective when each lease starts and the lessor meets ready-for-service conditions, expected from 2028. If OpenAI becomes insolvent or stops paying rent, Nvidia covers the shortfall between a guaranteed minimum and whatever a replacement lease or a sale recovers. It can assume the lease, force a relet, start a sale, let the lease die, or wait a year while paying some project costs. The obligation ends after 20 years, if OpenAI terminates the lease, or if OpenAI gets a satisfactory credit rating. OpenAI has agreed to reimburse Nvidia for anything it actually pays.
OpenAI will run Nvidia's full-stack DSX AI factory platform on that 4.25 gigawatts, with limited exceptions. Jensen Huang said the support is for land, power and shell, not the full cost of the site.
Earlier reporting had put a proposed backstop near $250 billion, then under $120 billion after investors pushed back. Monday's number is $105 billion.
This is Nvidia underwriting the building that will buy its chips. If OpenAI cannot pay, the chipmaker is on the hook for a sum that is still enormous even after the cut. The exclusivity is the other half: those gigawatts get Nvidia's stack, for 20 years, across more than one generation of hardware.
I keep coming back to the timing. The first capacity is two years away. The cap is real, and it is also contingent, phased, and indemnified. Whether markets treat $105 billion as risk taken off the table or risk now sitting on the next 10-Q is the test that follows the filing.
The form of the agreements will be filed with Nvidia's 10-Q for the quarter ended 26 July. Capacity is meant to come online between 2028 and 2030. The rest of the campus, if it grows toward 8 gigawatts, is Nvidia's option, not its obligation.