SB Energy’s IPO Filing Put OpenAI’s Data Center Leases on the Record

SB Energy, Inc. filed a registration statement on Form S-1 for a proposed initial public offering, which EDGAR dates September 1, 2026 and whose cover page reads as filed August 31. The company has applied to list on the Nasdaq Global Select Market and Nasdaq Texas under the ticker SBE. Its own release the same day says the number of shares and the price range have not been determined, and the prospectus leaves the range blank. J.P. Morgan, Goldman Sachs & Co. LLC, Morgan Stanley, Citigroup and Mizuho are the joint lead book-running managers. SoftBank holds a controlling interest. The company describes a business that develops gigawatt-scale data center campuses and owns solar and battery storage, with about 2.2 GWac of solar and storage operating as of June 30, 2026, and it states plainly that no data center capacity is currently in operation. On September 4 it filed Amendment No. 1, exhibits only, which put the Milam County lease agreements for Buildings 1 and 2, the form of PORTS-Pike Technology Campus lease and the form of NVIDIA’s residual value guaranty into the public record. EDGAR shows no later amendment as of this morning.

The portfolio, as the company reports it, is 8,827 MW-IT of signed data center leases across three campuses. The Cosmos Technology Campus in Travis County, Texas is 50 MW-IT leased to a SoftBank affiliate. Milam County Buildings 1 and 2 in Texas are 308 and 445 MW-IT leased to an OpenAI affiliate, both under construction with a last ready-for-service date of 2028. The PORTS-Pike Technology Campus in Pike County, Ohio is 4,248 MW-IT in Buildings 1 through 9 and 3,776 MW-IT in Buildings 10 through 17, contracted but not yet under construction, with last ready-for-service dates of 2031 and 2032. The company puts total backlog at approximately $439 billion, of which approximately $430 billion is data center backlog, with a weighted average remaining data center contract length of 19.6 years, and it estimates the capital needed to build what is under contract at approximately $178 billion. For the six months ended June 30, 2026 it reported total revenue of $138.7 million, of which $58.7 million came from contracts with customers, and a net loss attributable to the company of $3,208.9 million, including a $2,573.1 million non-cash change in the fair value of its warrant liability. One inconsistency is worth naming: the summary splits the $439 billion into data center and power backlog, while the liquidity discussion describes approximately $439 billion as direct cash inflows from all leases. Either way it is the company’s estimate, and the prospectus itself calls backlog hypothetical revenue.

For a real estate reader, the lease terms matter more than the valuation, and the prospectus describes them in the vocabulary of net-lease property. The two Milam County leases were signed January 9, 2026, with the Building 1 lease amended and restated July 22. Each is triple-net, each building is designed at approximately 650,000 square feet, and each lease runs a 15-year initial term with two 10-year tenant extension options and rent structured on a yield-on-cost basis with an annual escalator. An OpenAI affiliate unconditionally guaranteed the tenant’s obligations by joinder. At PORTS-Pike, 17 SB Energy subsidiaries signed 17 leases with an OpenAI affiliate on August 17, 2026, each a 20-year triple-net lease with yield-on-cost rent, an annual escalator and phased commencement tied to ready-for-service conditions between 2028 and 2032. The Cosmos lease runs 15 years with 100 percent operating expense pass-through and rent based on a percentage return on total project cost, and the company expects about $2.5 billion of aggregate rent under it, backed by a SoftBank Group Capital Limited guaranty with anticipated exposure of about $2.9 billion. PSV arithmetic, not a company figure: about 753 MW of critical IT across two buildings of about 650,000 square feet each computes to roughly 580 watts per square foot, and $2.5 billion over 15 years on 50 MW averages about $3.3 million of rent per MW per year.

The risk sits where a net-lease underwriter always looks, at tenant credit and delivery. Signed capacity is made up entirely of two anchor tenants who are also investors, and OpenAI is the tenant on 8,777 of the 8,827 MW-IT, which computes to about 99 percent. The company says it is substantially dependent on OpenAI as a tenant and strategic partner. On delivery, a missed ready-for-service date at PORTS-Pike entitles the tenant to a credit of one day of base rent per day for the first 90 days and two days per day after that, classified as liquidated damages, and at Milam County the tenant may buy the building if the first data hall is 365 days or more late, at a price the company warns could be materially below long-term ownership value. The credit enhancement is narrower than a headline suggests. NVIDIA’s residual value guaranty covers the first 4,248 MW-IT at PORTS-Pike, about 53 percent of that campus, is capped at $105 billion, is not a guaranty of rent, is triggered only by specified tenant insolvency or an uncured monetary default, declines on a schedule over the 20-year leases, and terminates if OpenAI Group PBC achieves a designated credit rating. The board obtained a fairness opinion on powered land value for Milam County and a third-party appraisal for PORTS-Pike, and states that no independent fairness opinion, valuation or benchmarking study was obtained for the Cosmos lease with SoftBank.

The workflow this filing invites is a lease abstract built for credit review rather than for administration. The inputs are Exhibits 10.28 through 10.31 of the September 4 amendment, the portfolio, related party and risk factor sections of the S-1, and NVIDIA’s August 17 Form 8-K. The output is one row per lease: landlord entity, tenant, guarantor, capacity, initial term and extensions, what starts rent, the ready-for-service conditions and target dates, the delay remedy by day count, any buy-out trigger, and the credit support with its termination events, every cell cited to an exhibit and section. The discipline that matters most is that a redacted term is recorded as redacted, never estimated. PSV counted 250 redaction markers in the form PORTS-Pike lease. The annual escalator is one of them, and so are the specific remedies in the section on electricity service interruptions, which is the clause that says what an AI tenant can do when the power fails. A second output is a short variance table between what the prospectus summary says and what the filed lease text says, for example that the form lease abates rent for each phase until that phase’s delivery date and runs its 20-year term from the commencement date.

The reviewer is a credit analyst or lender’s counsel who has read the exhibits, and the approval gate is that nothing is underwritten from a redacted term, from the backlog figure, or from a prospectus characterization that the abstract cannot tie to exhibit text. An assistant should not estimate the escalator, back into rent from backlog and capacity, or turn $430 billion into a value. It can surface a labeled ratio for a person to weigh: $430 billion over 8,827 MW-IT computes to roughly $48.7 million of contracted data center revenue per MW-IT across contract lives averaging close to 20 years, and that is a ratio of two company estimates, not a rent.