Investment · Strategic Investment · Signed
NVIDIA invests in SB Energy
NVIDIA agreed to invest $3.0 billion in SB Energy. It prepaid $1.5 billion under a forward contract and agreed to buy $1.5 billion of non-voting Class N shares in a private placement when the planned IPO closes.
- NVIDIA investment in total
- $3B
- Signed · S-1
Amounts
Each number with its type, status and the sentence it comes from
| Amount | Value | Status | Source |
|---|---|---|---|
NVIDIA investment in totalEquity investment · NVIDIA → SB Energy“reflecting an investment from NVIDIA of $3.0 billion in total between the Prepaid Forward Contract and the Share Purchase Agreement” | $3B | Signed | S-1 ↗ |
Prepaid forward contract (funded through Energy Global)Equity investment · NVIDIA → SB EnergyPart of the amount above, not added again“NVIDIA funded the full $1.5 billion under the Prepaid Forward Contract on August 17, 2026, and Energy Global then contributed those proceeds to us.” | $1.5B | Closed | S-1 ↗ |
Private placement of Class N shares at the IPOEquity investment · NVIDIA → SB EnergyCondition: Only at the closing of SB Energy's IPO, subject to customary closing conditionsPart of the amount above, not added again“"Concurrent Private Placement" means the private placement of Class N common stock to NVIDIA Corporation under the Share Purchase Agreement dated August 17, 2026, to be effected simultaneously with the closing of this offering, assuming the satisfaction of certain customary closing conditions, at a number of shares equal to $1.5 billion divided by the per-share initial public offering price before underwriting discounts and expenses, rounded down to the nearest whole share.” | $1.5B | Signed | S-1 ↗ |
Participants
Amounts per investor are shown only when a source states them
| Organization | Role | Type | Note |
|---|---|---|---|
| SB Energy | Issuer | Data centers | SB Energy, Inc. |
| NVIDIA | Strategic | Chips | NVIDIA Corporation |
Key terms
- Prepaid forward terms
- NVIDIA prepaid for Class N shares to be delivered at the IPO price before underwriting discounts and expenses, multiplied by 90%. S-1 ↗
“On August 17, 2026, Energy Global entered into the Prepaid Forward Contract with NVIDIA under which NVIDIA prepaid $1.5 billion to Energy Global for our delivery of Class N common stock at the per-share initial public offering price before underwriting discounts and expenses, multiplied by 90%.”
- Class N shares
- Non-voting Class N shares convert one-for-one into common stock when transferred to a non-affiliate. S-1 ↗
“Each share of Class N common stock is convertible one-for-one into common stock automatically upon transfer to a non-affiliate.”
Context
OpenAI and SB Energy 20-year leases at the PORTS-Pike campus
Aug 17, 2026 · NVIDIA is also the residual value guarantor at the PORTS-Pike campus.
Sources
- SEC EDGAR (SB Energy, Inc.), “SB Energy registration statement on Form S-1, filed September 1, 2026”, Aug 31, 2026 · Form S-1, accession 0001628280-26-059639 · retrieved Oct 21, 2026
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