The 8-K is a capped residual-value guaranty that starts in 2028 — not NVIDIA guaranteeing $105B of OpenAI’s rent

Figures below trace to NVIDIA's Form 8-K dated August 17, 2026, filed August 17, 2026 (accession 0001045810-26-000069). NVIDIA's latest 10-Q in Aether remains the May 20, 2026 filing for the period ended April 26, 2026 (accession 0001045810-26-000052). The July 26, 2026 10-Q is not in Aether. Research, not investment advice.

The filing is a capped, conditional residual-value guaranty that starts in 2028 — not "NVIDIA guaranteed $105B of OpenAI's rent."

The August 13 post said the next NVIDIA ($NVDA) filing — whenever it landed; it was not in Aether yet — would be judged against Data Center mix, concentration, Blackwell versus China Hopper, and the energy, capital and export language in Item 1A. This August 17 8-K is that next filing on the capital and energy line. The July 26 10-Q is still not in Aether. This is not a recap of the May 10-Q, and it is not a second product explainer. If you want a price, this is the wrong page.

The June 2 infrastructure post already treated energy and capital as the constraint side of NVIDIA's own filings; this 8-K is the document that puts a structure and a cap on the capital NVIDIA is willing to stand behind so land, power and shell can be secured.

What the 8-K actually files

Form 8-K signed by Colette M. Kress, Executive Vice President and Chief Financial Officer. The report carries Items 1.01, 2.03 (incorporating 1.01), 7.01 and 9.01.

On August 17, 2026 NVIDIA announced a multi-year partnership with SB Energy Corp. (collectively with its affiliates, "SB Energy") to advance the PORTS Technology Campus, a large-scale AI data center campus in Pike County, Ohio (the "Portsmouth Site"). Item 1.01:

"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."

The instrument is residual value guaranties, not a rent check. Same item:

"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."

OpenAI as 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."

The 3.8 GW is optionality NVIDIA can exercise in its sole discretion. It is not part of the initial 4.25 GW commitment.

The $105 billion is a cap, not a rent check

Item 1.01: "NVIDIA’s aggregate payment obligation is cumulatively capped at $105 billion for its initial commitment under the Agreements."

That is a ceiling on the initial commitment, not an amount NVIDIA has paid, and not an amount OpenAI owes as rent. 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."

Two clocks matter. An Agreement generally becomes effective on lease commencement. Payments, if any, are not expected to begin until ready-for-service conditions are met, expected beginning in 2028. Nothing in this 8-K says NVIDIA wrote a $105 billion check on August 17.

Item 2.03 incorporates Item 1.01 by reference. The form heading is "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant." The 8-K files the incorporation and does not say which of those two boxes the Agreements sit in.

Trigger, remedies, how it ends

The tenant is OpenAI. NVIDIA pays only after a Trigger Event: "(i) OpenAI’s insolvency resulting in a default under a lease, or (ii) OpenAI’s failure to make payments under a lease." On 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."

The 8-K does not file the guaranteed minimum value. That number lives in the Agreements. This page does not invent it.

On 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.

Obligations terminate on the earliest 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, or (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 reimbursement is an indemnity from the tenant, not a collapse of the cap. NVIDIA still stands in front of the Lessor if a Trigger Event hits and the shortfall is real.

What this page does not take from the press

Item 7.01 attaches a press release as Exhibit 99.1. The 8-K says the press release is furnished and shall not be deemed "filed" for Section 18 of the Exchange Act or Sections 11 and 12(a)(2) of the Securities Act. This page quotes Item 1.01, not the exhibit.

The 8-K also says the foregoing description "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."

Same afternoon, AMD raised cash

The same filing afternoon, AMD ($AMD) closed $4.75 billion aggregate principal of senior notes (8-K accession 0001193125-26-354029, period August 13, 2026, filed August 17, 2026): $1.25 billion 4.600% due 2029; $1.50 billion 5.000% due 2031; $1.00 billion 5.250% due 2033; $1.00 billion 5.500% due 2036. Use of proceeds: "general corporate purposes, which may include the repayment of debt." The 424B5 (accession 0001193125-26-352628) estimates net proceeds of approximately $4.7 billion. That is cash now. NVIDIA's $105 billion is a contingent cap expected beginning in 2028. Two different instruments, same afternoon.

The Form is not filed yet

The Form of the Agreements is not filed yet. The 8-K points it at the 10-Q for the quarter ended July 26, 2026 — typically around Wednesday, August 26 after the close. That 10-Q is still not in Aether.

What the 8-K does not yet show: the guaranteed minimum value per lease, how the $105B cap is allocated, and the exact credit-rating test that kills the obligation. That is the next chapter.

A monitor is one place to park that exhibit question against the 10-Q when it lands.

NVIDIA: accession 0001045810-26-000069 (sec.gov). Research, not investment advice.