8-KFiling Date: Aug 17, 2026

NVIDIA (NVDA)

Material Agreement, Financial Obligation, Reg FD Disclosure

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ACC: 0001045810-26-000069

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Material AgreementFinancial ObligationReg FD Disclosure
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Event Description

Item 1.01. Material Agreement
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On August 17, 2026, NVIDIA Corporation entered into multiple residual value guaranties with SB Energy Corp. related to leases for approximately 4.25 gigawatts of IT load at the PORTS Technology Campus in Pike County, Ohio, with an affiliate of OpenAI Group PBC as tenant. NVIDIA may also provide credit support for approximately an additional 3.8 gigawatts at its discretion, and its aggregate payment obligation is capped at $105 billion. Payments are conditioned on the lessor satisfying ready-for-service conditions, expected beginning in 2028. Upon an OpenAI default (insolvency or nonpayment), NVIDIA may assume the lease, require reletting, initiate a sale, or terminate; obligations end at the earlier of 20 years from lease commencement, lease termination, OpenAI achieving a satisfactory credit rating, or other termination events. OpenAI has agreed to reimburse and indemnify NVIDIA for amounts paid under the agreements.

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Item 1.01. Entry into a Material Definitive Agreement On August 17, 2026, NVIDIA Corporation ( NVIDIA ) announced a multi-year partnership with SB Energy Corp. (collectively with its affiliates, SB Energy ) to advance the development of the PORTS Technology Campus, a large-scale AI data center campus in Pike County, Ohio (the Portsmouth Site ). Through the partnership and the credit support described below, NVIDIA has secured land, power, and shell capacity at the Portsmouth Site to host NVIDIA AI compute infrastructure. An affiliate of OpenAI Group PBC (such affiliate, OpenAI ) will be the tenant. Residual Value Guaranties On August 17, 2026, NVIDIA entered into multiple residual value guaranties (collectively, the Agreements ) with SB Energy (the Lessor ) relating to leases for approximately 4.25 gigawatts of IT load in the aggregate at the Portsmouth Site. An Agreement generally will become effective upon commencement of the applicable lease. NVIDIA also can provide credit support to secure approximately an additional 3.8 gigawatts at the Portsmouth Site, exercisable in its sole discretion. NVIDIA s aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment under the Agreements. NVIDIA s payment obligations are subject to specified conditions, including among other things, that the Lessor has satisfied applicable ready-for-service conditions under the lease for the relevant premises, expected beginning in 2028. Pursuant to the Agreements, OpenAI is the tenant; however, in the event of (i) OpenAI s insolvency resulting in a default under a lease, or (ii) OpenAI s failure to make payments under a lease (each a Trigger Event ), NVIDIA will pay an amount generally equal to any shortfall between the guaranteed minimum value of a lease (as set forth in the Agreements) and amounts recovered through a replacement lease or sale. Upon a Trigger Event, NVIDIA may elect to (i) assume the applicable lease, (ii) require the Lessor to seek to relet the applicable premises, (iii) initiate a sale process, (iv) allow the applicable lease to be terminated, or (v) defer the exercise of these remedies for up to one year while paying specified project agreement costs. NVIDIA s obligations under an Agreement will terminate upon the earliest to occur of (i) the 20th anniversary of the commencement of the applicable lease, (ii) the termination of the applicable lease by OpenAI in accordance with its terms, (iii) OpenAI achieving a satisfactory credit rating, and (iv) other customary termination events. OpenAI has agreed to reimburse and indemnify NVIDIA for any and all amounts actually paid by NVIDIA to the Lessor under the Agreements. The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, the form of which will be filed as an exhibit to NVIDIA s Quarterly Report on Form 10-Q for the fiscal quarter ended July 26, 2026. OpenAI, as the tenant, will utilize capacity at the Portsmouth Site supporting approximately 4.25 gigawatts of IT load to deploy NVIDIA s full-stack DSX AI factory platform, subject to limited exceptions.
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Item 2.03. Financial Obligation
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in
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Item 7.01. Reg FD Disclosure
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On August 17, 2026, NVIDIA issued a press release announcing a partnership with SB Energy at the PORTS-Pike Technology Campus in Pike County, Ohio, with NVIDIA serving as the exclusive AI compute infrastructure provider and OpenAI as the customer. The initial deployment will support 4.25 IT-GW of AI factory capacity, with an option for the remaining 3.75 IT-GW (8 IT-GW total), and NVIDIA will provide credit support on land, power, and shell buildout. NVIDIA will invest $1.5 billion in SB Energy, and the campus is expected to come online in phases beginning in 2028. The project includes an initial $80 million community benefits fund, with SB Energy and SoftBank building at least 10 GW of new energy generation and investing at least $4.2 billion in regional grid infrastructure.

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Item 7.01. Regulation FD On August 17, 2026, NVIDIA issued a press release announcing the partnership with SB Energy. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The press release is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this
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EX-99.1sbeoainvidia-portsrelease.htm9,774 charsexpand_more
EX-99.1 2 sbeoainvidia-portsrelease.htm EX-99.1 DocumentNVIDIA Guarantees SB Energy's PORTS-Pike Technology Campus in Ohio to Exclusively Host NVIDIA AI Compute NVIDIA will be the exclusive AI compute infrastructure provider at PORTS-Pike NVIDIA to provide credit support on land, power, and shell buildout to secure initial 4.25 IT-GW, with an option to take the remaining 3.75 IT-GW OpenAI will be the customer for 8-IT GW PORTS-Pike campus project will create tens of thousands of Ohio jobs, pay for its power infrastructure, and invest hundreds of millions in the community anchored by an initial $80 million community benefits fund NVIDIA to invest $1.5B in SB Energy now to support SB Energy s growth and commitments to the Ohio community SANTA CLARA and REDWOOD CITY, Calif. August 17, 2026 NVIDIA announced that it has secured land, power and shell (LPS) capacity through a partnership with SB Energy at the PORTS-Pike Technology Campus in Pike County, Ohio, to host NVIDIA compute. OpenAI will be the customer. SB Energy will build, own and operate the data center under a 20-year lease to OpenAI.Demand for AI is growing at an extraordinary pace. AI is becoming infrastructure, requiring a full stack of critical resources, including LPS. To meet this moment, NVIDIA is securing the LPS capacity at PORTS-Pike to exclusively host NVIDIA AI factories. This unique campus development will lay the foundation for tomorrow s breakthroughs, enabling communities to drive scientific discovery, health care advances and regional economic development. OpenAI will utilize the capacity at the site. The AI factory will use NVIDIA s full-stack DSX AI factory platform, including GPUs, CPUs and networking. The initial deployment is designed to support 4.25 IT-GW of AI factory capacity. NVIDIA has the option to extend the opportunity at PORTS-Pike beyond the initial capacity. The DSX AI factory architecture used at PORTS-Pike will deliver resiliency across the full stack facilities, hardware, and software together reducing infrastructure overhead and accelerating time to tokens for the next generation of AI factories. AI is becoming infrastructure the foundation for intelligence in every industry and land, power and shell have become vital in the age of AI. Now is the time to scale the AI infrastructure that will power the next industrial revolution, said Jensen Huang, founder and CEO of NVIDIA. We are securing long-lived infrastructure for NVIDIA compute so OpenAI can deploy the most productive AI factories that can be upgraded repeatedly with each new generation delivering more intelligence and better economics. 1 Infrastructure is vital for the AI economy. With SoftBank Group, OpenAI and NVIDIA, SB Energy is building power-first infrastructure at unprecedented scale while strengthening the communities that make it possible protecting ratepayers, creating tens of thousands of well-paying jobs, and investing in infrastructure to revitalize Southern Ohio that has long shaped America s future, said Rich Hossfeld, co-CEO of SB Energy. This is going to be a huge site, with enough computing power to help millions of people use AI to do things we can only start to imagine today, from finding new medicines to starting businesses and solving hard problems, said Sam Altman, CEO of OpenAI. We re proud to build it in Pike County, a place that is once again at the heart of American industry and leading the future. We want the people who live here to feel the benefits too, through good jobs, more opportunity for local businesses, and investment in the community for years to come. The next era of intelligence will transform every industry and require infrastructure built at unprecedented speed and scale. Together with our partners, SoftBank will help unlock the power of AGI and move humanity forward, said Masayoshi Son, Chairman and CEO of SoftBank Group Corp.Campus to Bring New Jobs and Benefits to OhioSB Energy s PORTS-Pike Technology Campus is reindustrializing the decommissioned Portsmouth Gaseous Diffusion Plant and the surrounding area, bringing a new generation of jobs to Appalachian Ohio, while creating an opportunity for the region to play an important role in the next era of American industry. Spanning private and federal land, the campus is being developed in collaboration with AEP Ohio, the U.S. Department of Energy, and the U.S. Department of Commerce. The planned capacity is expected to come online in phases beginning in 2028. In support of the surrounding Ohio community, SB Energy and SoftBank will build at least 10 GW of new energy generation, which results in 8 IT-GW of AI factory capacity, and invest at least $4.2 billion in new regional grid infrastructure through an innovative partnership with AEP Ohio designed to protect ratepayers. OpenAI has agreed to build on SB Energy s originally announced $40 million community benefits fund with an incremental $40 million designed to support local priorities, including affordable energy, job creation and workforce development, and community and economic development.NVIDIA Invests in SB EnergyNVIDIA will invest $1.5 billion in SB Energy, joining existing investors SoftBank Group and OpenAI. The investment supports SB Energy s continued evolution into a leading AI infrastructure developer, while supporting Pike County and other local 2communities, with the vast opportunity ahead to deliver compute infrastructure at speed and scale.This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.Advisors Goldman Sachs and JP Morgan served as financial advisors for SB Energy. Morgan Stanley served as NVIDIA s financial advisor. About NVIDIANVIDIA (NASDAQ NVDA) is the world leader in AI and accelerated computing.About SB EnergySB Energy is a leading integrated data center and power infrastructure company purpose-built for the AI economy. The company develops, constructs, and operates gigawatt-scale data center campuses and utility-scale power generation assets. Through its vertically integrated, power-first model, SB Energy addresses the industry's primary bottleneck and accelerates speed-to-compute, with a focus on community, reliability, and cost discipline. For more information, visit www.sbenergy.com.About OpenAIOpenAI is making powerful AI accessible, useful and abundant for people and businesses everywhere to build, solve problems and expand what they re able to do.Media Contacts NVIDIA Press NVIDIA.com SB Energy press sbenergy.com OpenAI press openai.com NVIDIA Forward-Looking Statements 3Certain statements in this press release including, but not limited to, statements as to AI becoming infrastructure and AI infrastructure powering the next industrial revolution NVIDIA s partnership with SB Energy and the expected benefits and impacts of the partnership NVIDIA s investment in SB Energy the development, timing, scale, capacity and operation of the PORTS-Pike campus the exclusive hosting of NVIDIA systems at the PORTS-Pike campus OpenAI s expected customer role and DSX deployment at PORTS-Pike the potential expansion of the PORTS-Pike campus and related commitments and the expected economic and community impacts of the campus NVIDIA s credit support expectations with respect to demand for AI expectations with respect to performance, availability, and benefits of NVIDIA s products, services and technologies, and related trends and drivers expectations with respect to technology developments, and related trends and drivers expectations with respect to AI and related industries and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the safe harbor created by those sections based on management s beliefs and assumptions and on information currently available to management and are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include global economic and political conditions NVIDIA s reliance on third parties to manufacture, assemble, package and test NVIDIA s products the impact of technological development and competition development of new products and technologies or enhancements to NVIDIA s existing products and technologies market acceptance of NVIDIA s products or NVIDIA s partners products design, manufacturing or software defects changes in consumer preferences or demands changes in industry standards and interfaces unexpected loss of performance of NVIDIA s products or technologies when integrated into systems NVIDIA s ability to realize the potential benefits of business investments or acquisitions and changes in applicable laws and regulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances. 4
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Deep Analysis

NVIDIA enters up to $105B residual value guarantees to secure exclusive AI compute capacity at SB Energy's Ohio campus — a strategic win that locks in multi-gigawatt demand but adds contingent credit exposure.

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