NVIDIA Backstopped a 20-Year Lease. CRE Has a Name for That.

NVIDIA Corporation (NASDAQ: NVDA) filed a Form 8-K on August 17, 2026 reporting a multi-year partnership with SB Energy Corp. to advance development of the PORTS Technology Campus, a large-scale AI data center campus in Pike County, Ohio that the filing calls the Portsmouth Site. Read the item numbers before the numbers, because they set what a reader is entitled to assume. The substance came in under Item 1.01, entry into a material definitive agreement, and Item 2.03, creation of a direct financial obligation, both of which are filed. The press release came in separately under Item 7.01, and NVIDIA states expressly that it is furnished and shall not be deemed filed. The filing is signed by Colette M. Kress, Executive Vice President and Chief Financial Officer. That split matters more than usual here, because the filed half and the furnished half describe the same transaction in two different vocabularies, and only one of them is the vocabulary of a lease.

The filed half reads as follows. NVIDIA entered into multiple residual value guaranties with SB Energy, the party the filing calls the Lessor, relating to leases for approximately 4.25 gigawatts of IT load in the aggregate at the Portsmouth Site. An affiliate of OpenAI Group PBC is the tenant. Each agreement generally becomes effective upon commencement of the applicable lease, and NVIDIA’s aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment, subject to specified conditions including the Lessor satisfying applicable ready-for-service conditions under the lease, expected beginning in 2028. At $105 billion against approximately 4.25 gigawatts of IT load, the cap computes to roughly $24.7 billion per IT-gigawatt of guaranteed exposure. NVIDIA can also provide credit support to secure approximately an additional 3.8 gigawatts, exercisable in its sole discretion. The furnished half supplies the operating picture: SB Energy will build, own and operate the data center under a 20-year lease to OpenAI, OpenAI is the customer for 8 IT-GW, SB Energy and SoftBank will build at least 10 gigawatts of new energy generation and invest at least $4.2 billion in new regional grid infrastructure through a partnership with AEP Ohio that the release describes as designed to protect ratepayers, and NVIDIA will invest $1.5 billion in SB Energy alongside existing investors SoftBank Group and OpenAI. Goldman Sachs and JP Morgan served as financial advisors to SB Energy and Morgan Stanley to NVIDIA. One disagreement between the two records is worth naming rather than smoothing: the filed item puts the option at approximately an additional 3.8 gigawatts, while the furnished release describes the same option as the remaining 3.75 IT-GW.

A residual value guaranty is not a technology term. It is a real estate credit term, and anyone who has financed equipment, structured a build-to-suit, or bought a credit tenant lease already knows the shape of it. Take the gigawatts out and what is left is a lease whose tenant covenant would not carry a twenty-year term on its own, so a third party with a balance sheet stood behind the residual. The filing spells the mechanics out in language a leasing lawyer would recognize on sight. The trigger events are OpenAI’s insolvency resulting in a default under a lease, or OpenAI’s failure to make payments under a lease. On a trigger, NVIDIA pays an amount generally equal to any shortfall between the guaranteed minimum value of a lease and amounts recovered through a replacement lease or a sale. NVIDIA may then elect to assume the lease, require the Lessor to seek to relet the premises, initiate a sale process, allow the lease to be terminated, or defer those remedies for up to one year while paying specified project agreement costs. That is a re-leasing shortfall guaranty with an election of remedies, and it is the most familiar instrument in this entire announcement.

Then read the termination clause, which is the most candid sentence in the document. NVIDIA’s obligations under an agreement terminate upon the earliest of the twentieth anniversary of the commencement of the applicable lease, the termination of the lease by OpenAI in accordance with its terms, OpenAI achieving a satisfactory credit rating, or other customary termination events. The third of those tells a reader exactly what the guaranty is for. It exists because the tenant is not rated today, and it is drafted to fall away the moment the tenant’s own covenant can carry the lease. There is a second layer that changes who ultimately holds the risk: OpenAI has agreed to reimburse and indemnify NVIDIA for any and all amounts actually paid to the Lessor, so the guaranty moves timing and liquidity risk to NVIDIA rather than extinguishing the tenant’s obligation. And the whole structure sits partly on ground the federal government owns. The Department of Energy stated in a March 20, 2026 fact sheet that it is leasing federal land at the former Portsmouth Gaseous Diffusion Plant in Pike County to an SB Energy affiliated entity, which means the stack runs federal ground lessor, private developer-owner, corporate tenant, and chip vendor guarantor, in that order. Every one of those seats is a seat this industry already knows how to underwrite. The scale is what is new.

The first workflow is a credit-and-structure abstract run against filings rather than against a news cycle, and every input is public and free: the Form 8-K, the exhibit press release, the counterparty’s later periodic filings, and the agency record for anything touching a public site. An assistant reads each document against a fixed question set and returns one cited row per obligation. Who is the lessor. Who is the tenant. Who is the guarantor. What caps the guarantor’s exposure. What conditions must be satisfied before the obligation attaches. What events trigger it. What remedies the guarantor holds and in what order. What causes the obligation to terminate. Every cell cites the item and the sentence it came from, and anything the filing does not say is marked unverified rather than inferred. On this transaction that unverified column is long, and it is the honest half of the output: neither record discloses the rent, the escalators, the guaranteed minimum values, or the ready-for-service tests. The reviewer is whoever owns counterparty credit at the firm. The approval gate is that no figure reaches a memo without a citation to the record it came from.

The second workflow is a docket watch, and it is the one that pays. NVIDIA states that the form of the agreements will be filed as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ended July 26, 2026, which means the actual contract language is entering the public record on a known schedule. Set a standing task that checks for that filing, pulls the exhibit when it lands, and re-runs the abstract against the real form instead of the summary. Run the same watch on the utility and state record, because the ratepayer arrangement described in both the release and the DOE fact sheet has to appear in an AEP Ohio tariff or an Ohio commission proceeding before it binds anyone. The assistant monitors, retrieves, and summarizes with citations. It does not conclude, and it does not get to decide that a filing says something the filing does not say. PSV has already covered what happens when an announcement and the filed record diverge, at OpenAI’s Project Camellia in Effingham County, and the lesson transfers cleanly: verify at the docket, not at the press release.