NVIDIA guarantees residual value on 4.25 GW of OpenAI-tenanted data centers — payment obligations capped at $105 billion, triggered by tenant default — SEC 8-K (August 2026)

1A chip company backstopping a property lease

The 8-K NVIDIA filed on August 17, 2026 is a different creature from the usual capital-expenditure or supply-agreement disclosure. It reports that NVIDIA has taken on residual value guaranties on leases, with SB Energy as lessor, for a large AI data center being built in Pike County, Ohio.

A residual value guaranty is a promise that if the arrangement does not run as expected, a set amount will be made whole however far the value of the asset falls. NVIDIA is, in effect, underwriting the lease value of a facility it does not occupy — one that an OpenAI affiliate will rent.

2What the numbers describe

IT load measured in gigawatts means power consumption on the order of a metropolitan area. That the binding constraint on data centers is shifting from chip supply toward power and land has been argued for a while; this filing renders it as a contract. What NVIDIA has secured is not a buyer for its products but the land, power and shell that the buyer will use.

3The trigger, and the options that follow

1. 1Trigger eventOpenAI insolvency resulting in a lease default, or failure to make lease payments
2. 2Paying the shortfallNVIDIA pays the gap between the guaranteed minimum value and what is recovered through a replacement lease or sale
3. 3Remedies NVIDIA may electAssume the lease; require the lessor to seek to relet; initiate a sale process; allow the lease to terminate; or defer for up to one year while paying specified project costs
4. 4When the obligation endsThe earliest of the 20th anniversary of lease commencement, termination by OpenAI under its terms, OpenAI achieving a satisfactory credit rating, or other customary events

The termination conditions repay attention: one of them is OpenAI achieving a satisfactory credit rating. The guaranty is not a permanent burden but a bridge that lasts until the tenant can obtain credit from the lessor on its own. OpenAI has also agreed to reimburse and indemnify NVIDIA for any amounts NVIDIA actually pays.

4What the item numbers say

This 8-K is reported under Item 2.03 (creation of a direct financial obligation or an off-balance-sheet arrangement) alongside Item 1.01 (entry into a material definitive agreement). Of the 644 SEC filings this site holds as of 2026-09-02, 442 are 8-K family filings, and only 29 of those include Item 2.03.

Against 162 filings carrying results (Item 2.02) and 116 carrying officer changes (Item 5.02), 2.03 is comparatively rare. No payment has been made, but the framework exists to show investors a promise sitting outside the balance sheet that could become an obligation once conditions are met.