NVIDIA did more than attach a financial safety net to OpenAI’s planned Ohio AI campus. A newly filed contract shows the underlying lease, power purchase, and transmission arrangements were conditioned on NVIDIA providing the guarantee, tying the chipmaker’s credit directly to infrastructure that will exclusively host its own computing platform.
The Form of Residual Value Guaranty, filed in NVIDIA’s August 26 Form 10-Q, states that the landlord and its power affiliate agreed to enter the lease and associated power agreements “if and only if” NVIDIA delivered the guaranty.
NVIDIA has capped its aggregate initial obligation at $105 billion across roughly 4.25 gigawatts of IT capacity at SB Energy’s PORTS Technology Campus in Pike County, Ohio.
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The buildout is divided across nine data center phases, with the first expected to become operational in NVIDIA’s fiscal 2029. Each phase carries a 20-year lease.
For comparison, NVIDIA had only $3.5 billion of maximum gross exposure from similar land, power, and shell guarantees for other AI cloud operators. Adding the SB Energy arrangement raises NVIDIA’s disclosed maximum gross guarantee exposure to $108.5 billion. The Ohio commitment alone is 30 times the size of those other guarantees.
The $105 billion is not an upfront payment, loan to OpenAI, or unconditional promise to cover every dollar of the campus.
NVIDIA says its exposure is limited to defined portions of lease and power obligations. The guarantee amounts rise as individual data centers satisfy ready-for-service conditions, then decline as OpenAI makes lease payments over each 20-year term.
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A trigger requires specified tenant problems, including an insolvency default or monetary default under circumstances where the landlord has the right and actual intention to terminate the lease.
NVIDIA would then have several options. It can assume the lease itself, require the property to be relet, initiate a sale, allow the lease to terminate, or delay its decision for as long as one year while covering specified project costs. The precise formula used to calculate the covered loss is redacted.
The guarantee also gives NVIDIA considerable contractual influence. The filed agreement says amendments to the lease, power purchase agreement, or transmission agreement require NVIDIA’s express written consent.
In exchange, the PORTS campus will exclusively host NVIDIA AI infrastructure, subject to limited exceptions. OpenAI is expected to deploy NVIDIA’s full-stack DSX platform across the initial 4.25 gigawatts. NVIDIA has the option to support another approximately 3.8 gigawatts as the campus expands.
The filing complicates claims that NVIDIA is simply funding a customer so that customer can purchase more NVIDIA hardware. OpenAI remains the tenant and primary obligor. It has agreed to reimburse and indemnify NVIDIA for payments NVIDIA makes to the landlord. The guaranty further states that NVIDIA must look to the tenant or tenant parent to recoup those payments.
But NVIDIA itself acknowledges that protection is not absolute. Its latest 10-Q warns that if OpenAI defaults, NVIDIA could inherit long-term lease obligations, continue paying project costs, or make substantial payments. It also warns that reimbursement from OpenAI may not be received promptly or in full.
CEO Jensen Huang has rejected the idea that the arrangement constitutes circular financing.
“Is this circular financing? No. OpenAI will pay the lease,” NVIDIA said in an August 17 company post explaining the transaction.
The newly disclosed contract supports part of that defense. NVIDIA is not contractually paying OpenAI to purchase GPUs, and OpenAI remains responsible for its lease.
But the filing also shows how directly NVIDIA is now using its financial capacity to enable infrastructure demand. The company said AI cloud operators and model developers can lack the investment-grade financing capacity needed to secure long-term infrastructure, potentially limiting NVIDIA’s own growth. NVIDIA has responded through guarantees, investments, cloud capacity commitments, and financing arrangements.
