NVIDIA guaranteed $105bn of OpenAI's data-centre leases

Four days ago NVIDIA filed an 8-K that contains a number most companies would never have to write down. It is not a revenue figure or an acquisition price. It is the maximum amount NVIDIA has agreed to pay if somebody else stops paying their rent.

$105 billion.

The somebody else is OpenAI.

What was signed

On 17 August 2026, NVIDIA entered into what the filing calls residual value guaranties with SB Energy, the lessor, covering leases for approximately 4.25 gigawatts of IT load at the PORTS Technology Campus in Pike County, Ohio. An affiliate of OpenAI Group PBC will be the tenant.

A residual value guaranty is a simple promise wearing a complicated name. If the tenant stops paying, the landlord tries to recover what it can — by re-letting the space or selling it — and the guarantor pays whatever is still missing against a guaranteed minimum. In NVIDIA’s own words, it pays “any shortfall between the guaranteed minimum value of a lease and amounts recovered through a replacement lease or sale.”

The trigger is narrow and specific. There are two: OpenAI’s insolvency resulting in a default, or OpenAI’s failure to make payments.

NVIDIA can also, “in its sole discretion,” extend credit support to a further 3.8 gigawatts on the same site. Take the option and the campus reaches 8.05 gigawatts — a figure it is worth pausing on, because a large nuclear reactor produces about one.

Why the guaranty exists at all

The contract answers this itself, in the clause that says when it ends.

NVIDIA’s obligations terminate on the earliest of four events: the twentieth anniversary of the lease, termination by OpenAI, other customary events, and this one —

OpenAI achieving a satisfactory credit rating.

That single line explains the entire structure. A landlord does not require a third-party guaranty from a tenant it considers good for the money. The guaranty is the bridge between the lease SB Energy was willing to sign and the credit OpenAI can offer today, and it is written to fall away the moment that gap closes.

Which makes this less a partnership announcement than a disclosure about a customer.

What changed for NVIDIA

For three years the AI trade has been described as NVIDIA selling picks in a gold rush. This filing is the point at which the company stops only selling picks.

NVIDIA is not lending OpenAI money. It has not bought the buildings. What it has done is put its own balance sheet behind twenty years of lease payments so that the buildings get built, so that its DSX platform goes into them — the filing says OpenAI will use the capacity to deploy “NVIDIA’s full-stack DSX AI factory platform, subject to limited exceptions.”

Demand that has to be underwritten by the supplier is a different kind of demand from demand that arrives with its own financing. Neither is fake. They are not the same.

We have been watching the financing side of this build-out from the other end. Alphabet’s interest expense rose more than fivefold in a year and Amazon’s doubled, as the two funded data centres with debt, and Oracle’s free cash flow reached −$23.7 billion on the same trade. Those are companies borrowing to build for themselves. This is a supplier guaranteeing a customer’s lease. It is one more way the same money is being moved forward in time.

The contrast was available on the day. Under the same two item numbers, on 17 August, AMD disclosed a $4.75 billion note sale at coupons of 4.600% to 5.500% — the same problem answered with debt that shows up on a balance sheet, rather than a guaranty that does not.

How big is $105 billion, honestly

Two answers, and both belong.

The $105bn cap is roughly twice the $50.3bn of cash and marketable debt securities on NVIDIA’s April balance sheet. This compares a contingent multi-year obligation with a point-in-time asset balance.

Three things keep the first framing from being the whole story, and the filing states all of them. The cap is cumulative, not annual. Nothing is payable until the lessor meets ready-for-service conditions, expected to begin in 2028. And OpenAI has agreed to reimburse and indemnify NVIDIA for anything it pays.

That last one deserves a second look.

Guaranty triggers when   OpenAI is insolvent, or fails to pay
Indemnity is owed by     OpenAI

The indemnity is not worthless — a solvent OpenAI that simply walks away from a lease would owe NVIDIA the money. But the scenario the guaranty is written for is the one in which OpenAI cannot pay, and in that scenario an OpenAI indemnity is worth what OpenAI has left.

NVIDIA is not the only chipmaker doing this. Ten days earlier, AMD signed Credit Support Agreements giving it the right to cure a data-centre tenant’s defaults on 152 MW of leases it does not occupy. Neither commitment is borrowing, and neither shows up in any interest or debt total — unlike the three companies that borrowed for the same build-out that month.

What would make this wrong

• A guaranty is not a liability until it is probable. NVIDIA has not paid anything and may never pay anything. Nothing here says a payment is likely.
• We have not seen the agreements, only the 8-K’s description of them. The form is to be filed with the quarterly report for the period ended 26 July 2026, and the terms may be more favourable to NVIDIA than the summary suggests.
• The guaranteed minimum values are not disclosed. $105 billion is a cap on cumulative payments, not an estimate of exposure. The realistic figure depends on lease values and recovery rates that the filing does not give.
• OpenAI’s finances are not public. Every judgement about whether the trigger is remote or meaningful rests on information no filing contains, and this article makes none of them.
• The extra 3.8 gigawatts is optional and has not been taken. We include it because it is disclosed, not because it is committed.

Since publication

The quarterly report referred to above was filed on 26 August 2026. It restates the cap at $105 billion, sets it alongside $3.5 billion of land, power and shell guarantees for other AI cloud partners for a disclosed total of $108.5 billion, and says the first phase is expected to become effective in fiscal 2029. The same filing shows supply and capacity commitments rising from $119 billion to $279 billion in one quarter, and operating cash flow falling to $24.1 billion on $59.7 billion of net income — we went through that quarter separately.

Check it yourself

The 8-K is two pages and everything above is in it. Item 1.01 carries the capacity, the cap, the trigger events, the remedies and the four termination conditions; Item 2.03 does nothing but incorporate Item 1.01 by reference, which is itself the tell — the company is registering this as the creation of a direct financial obligation. The balance sheet figures are single API calls, linked above.

If a figure here does not match a filing, tell us and it will be corrected on the article and on the corrections log, with the date.