SB Energy's $5.5 Billion OpenAI Warrants Reveal AI's Circular Financing
Draft IPO documents reportedly value OpenAI's SB Energy warrants at $5.5 billion, showing how customer, investor and infrastructure relationships are becoming intertwined.
OpenAI received warrants in SB Energy valued at $5.5 billion in June, according to draft IPO documents reviewed by The Wall Street Journal and reported by Reuters. The incentive shows how the scramble for power and data-center capacity is intertwining customers, investors and infrastructure providers.
The warrants were valued at $3.6 billion when issued in January and rose to $5.5 billion in the June draft. OpenAI had invested $500 million in SB Energy earlier in the year. If the instruments vest and are exercised, OpenAI could own a single-digit percentage of the company after an IPO, according to the reporting.
The tranches are tied to market-capitalization milestones. That makes the figure an estimate based on draft documents and valuation assumptions, not cash that OpenAI has already received. SB Energy's reported accounting illustrates the distinction. The company recorded a $3.2 billion net loss in the first half of 2026, compared with $250 million a year earlier, largely because warrant liabilities increased.
The commercial loop is the story
The transaction combines several relationships. OpenAI is a customer for computing capacity, an investor in SB Energy and the beneficiary of warrants that become more valuable if the infrastructure company succeeds. SB Energy, meanwhile, has committed to buy $50 million of OpenAI software through 2028.
Nvidia is also part of the financing structure. Reuters reported that the chipmaker invested $1.5 billion in SB Energy earlier in August. It also agreed to guarantee as much as $105 billion of lease obligations connected with an Ohio project. Those arrangements may help the developer finance construction and secure expensive computing equipment.
The logic is understandable. Data centers require enormous up-front spending on land, power, buildings, networking and chips. Customers want capacity delivered quickly but may be reluctant to fund the entire build directly. Equity, warrants, purchase commitments and guarantees distribute those risks and align the participants' incentives.
They also make it harder to separate independent demand from financed demand. A customer may receive valuable equity for choosing a provider while a supplier guarantees leases for facilities that will buy its products. That backlog can be economically stronger than a nonbinding forecast, but less independent than an ordinary arm's-length order.
A large valuation before operating scale
SB Energy was founded as a renewable-energy developer and is still building its data-center business. The company had no operating data centers at the time described in the draft documents, according to the Journal. About 800 megawatts were under construction and nearly nine gigawatts were under contract.
Its established renewable operations generated $140 million of revenue in the first half of 2026, up 66% from a year earlier. The data-center segment reportedly had more than $400 billion of contracted backlog but had not yet recognized revenue. SB Energy could seek a valuation above $50 billion in an IPO as soon as September.
That gap between current revenue and future commitments is the core investment risk. A backlog can signal demand, but it does not eliminate construction delays, power constraints, equipment shortages, customer concentration or the possibility that contracts are renegotiated. The warrants add dilution and accounting volatility if the company's value rises.
The information is also preliminary. Reuters said it could not independently verify the draft documents, and OpenAI and SB Energy did not comment. Valuation, timing and deal terms may change before any public offering.
Why it matters
AI infrastructure is increasingly financed as an ecosystem rather than a chain of separate vendors. The model can accelerate construction by using commitments from the companies that need the capacity and sell the equipment. It can also concentrate risk: a slowdown in AI demand could simultaneously weaken the customer, the developer's backlog, the supplier's guarantees and the equity value supporting the structure.
For prospective IPO investors, the key task is to decompose SB Energy's value. They will need to distinguish operating renewable assets, data centers under construction, contingent backlog and warrant-linked dilution. Cash flow, cancellation terms and the credit quality of counterparties matter more than the headline contract value.
For the wider market, the deal is a reminder that AI capital spending cannot be evaluated only through equipment sales or announced projects. The financing behind those projects determines how durable demand is—and who ultimately absorbs the loss if projected utilization fails to arrive.