OpenAI at SB Energy: $5.5 Billion in Warrants and Acknowledged Dependence

Key Takeaways

1SB Energy reveals in its IPO filing close financial and commercial ties with OpenAI, including warrants valued at up to $5.5 billion

2OpenAI could secure a seat on the board of directors of SB Energy if it holds at least 5% of the capital

3Several data centers are planned or under construction, including an 8 GW site in Ohio intended for OpenAI

Why it matters : This structural interdependence comes with governance and dependency risks acknowledged by SB Energy in its prospectus.

The SB Energy IPO prospectus details a close relationship with OpenAI: warrants valued between $3.6 billion and $5.5 billion as of June 30, a role as the primary tenant, and the possibility of a board seat if 5% of the capital is reached. The two groups also have software contracts extending until 2028 and data center projects in Texas and Ohio, including a site planned for 8 gigawatts to serve OpenAI.

SB Energy Warns of Risks Related to OpenAI

SB Energy indicates in its filing that it relies on OpenAI as its primary tenant, which represents a significant portion of its signed leasing capacity. The company believes that any adverse changes regarding OpenAI—whether related to its financial situation, competitive position, or compliance with contractual obligations—could significantly and negatively impact its business. The prospectus mentions a risk of conflict of interest and specifies that the board of directors may face challenges in enforcing leasing obligations against such a significant investor. OpenAI's interests as a tenant could diverge from those of warrant holders. SB Energy adds that any dysfunction in the relationship with OpenAI could harm its financing arrangements, limit its development flexibility, and affect its liquidity as well as the value of its common stock.

OpenAI Warrants: Up to $5.5 Billion and Potential Board Rights

OpenAI holds warrants in SB Energy, granted in early 2026 as part of its investment and commitment as a tenant. At the time of issuance, these warrants were valued at $3.6 billion, and their value reached approximately $5.5 billion as of June 30. The agreement stipulates that shares will be delivered in tranches, based on the IPO and future valuation milestones. If OpenAI holds at least 5% of SB Energy's capital, it will be able to designate a board member.

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Contracts and Commercial Counterparties Until 2028

In addition to leasing data center capacity, SB Energy and OpenAI have entered into a software contract running until 2028. An agreement grants OpenAI additional benefits, including intellectual property rights. SB Energy has also committed to spending at least $50 million on OpenAI services, including ChatGPT Enterprise, until 2028.

Three Major Sites Planned or Under Construction to Serve OpenAI

SB Energy is currently building its first two data centers in Texas: one will be dedicated to OpenAI, while the other will serve SoftBank, which owns more than half of SB Energy. The company is also planning a large data center in southern Ohio, in collaboration with OpenAI and Nvidia. This site, with a planned capacity of 8 gigawatts, is expected to be among the largest in the world and serve OpenAI.

Industry Context and Positions of Stakeholders

SB Energy, a data center developer, maintains close ties with OpenAI. OpenAI has also entered into agreements with Nvidia, Google, Amazon, Oracle, AMD, and other tech companies, and sometimes commits to spending with companies that are also its investors. SB Energy declined to comment, and OpenAI did not immediately respond to a request for comment. OpenAI has also confidentially submitted its own IPO filing, with its market debut expected next year.