Nvidia 8-K

Summary

NVIDIA data-center partnership and contingent lease guarantees. NVIDIA secured capacity at SB Energy’s PORTS-Pike campus in Ohio for OpenAI to deploy NVIDIA AI infrastructure, with SB Energy building, owning and operating the campus under a 20-year lease. NVIDIA also agreed to invest $1.5B in SB Energy; the project’s planned capacity is expected to come online in phases beginning in 2028.

Key Figures

• Initial leases cover approximately 4.25 gigawatts of IT load; NVIDIA can provide credit support, at its discretion, for approximately 3.8 GW more (described as 3.75 IT-GW in the press release). The guarantees’ aggregate payment obligation is capped at $105B for the initial commitment.
• The guarantees generally apply if OpenAI becomes insolvent and defaults, or fails to pay rent; NVIDIA would cover the shortfall between a lease’s guaranteed minimum value and recovery through a replacement lease or sale. Payments are subject to ready-for-service conditions, expected to begin in 2028. OpenAI agreed to reimburse and indemnify NVIDIA for amounts paid.
• The project is planned for 8 IT-GW of AI factory capacity. SB Energy and SoftBank plan at least 10 GW of new generation and at least $4.2B in regional grid infrastructure; OpenAI is adding $40M to SB Energy’s existing $40M community-benefits fund.

Investor Takeaways

• Watch phased campus delivery beginning in 2028 and OpenAI’s deployment of NVIDIA’s DSX AI factory platform; delivery of ready-for-service capacity is necessary for the lease guarantees to apply.
• NVIDIA’s additional capacity support is optional; whether the campus expands beyond the initial 4.25 GW will indicate the scale of the partnership.