SB Energy IPO: how the business works

SB Energy sells electricity from its solar and battery plants today, and plans to earn rent from AI data center campuses it is building for companies tied to its owner, SoftBank, and to OpenAI.

• 01Almost all revenue today comes from selling power under long contracts to utilities, cities and companies, plus gains and losses on power price hedges.
• 02Every signed data center lease is with a SoftBank or OpenAI affiliate. The company says it expects the first data center rent in the fourth quarter of 2026.
• 03Building costs far more than it earns: in FY2025 it lost $738.0 million and spent $1,093.0 million on plants and equipment.

New shares sold by the company

Not yet in the filing

To list on

Nasdaq

Proposed ticker

SBE

Lock-up on existing holders

180 days

• 01New shares: SB Energy sells all the shares offered. Underwriters also get a 30-day option to buy extra shares from the company; the number is blank in the S-1/A.
• 02Only the company sells shares. The S-1/A says OpenAI is not selling and SoftBank takes part only as an existing holder.
• 03NVIDIA, separately: it agreed to buy $1.5 billion of non-voting Class N shares at the IPO price, closing with the IPO. It also prepaid $1.5 billion on Aug 17, 2026 for Class N shares priced at 90% of the IPO price.
• 04After the IPO, the parent's shares pass up the ownership chain to the partners of Energy Global, LP (the "Closing Distribution"), and stay locked up for 180 days.
• 05Listing: the company has applied to list its common stock on Nasdaq and Nasdaq Texas under the symbol SBE.

SB Energy, its directors, executive officers and holders of substantially all its stock agreed not to sell for 180 days after the prospectus date without consent of J.P. Morgan, Goldman Sachs and Morgan Stanley, subject to exceptions. Shares handed on in the Closing Distribution and NVIDIA's Class N shares are also locked up.

Underwriters

21 named in the S-1 (lead: J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC)

Controlled company

The S-1/A says SB Energy will be a "controlled company" under Nasdaq and Nasdaq Texas rules because of SoftBank's ownership, and intends to use the exemptions from having a majority-independent board and fully independent compensation and nominating committees.

Directed share programme

The S-1/A says the underwriters will reserve up to 5% of the shares offered for directors, officers, certain employees and other individuals associated with the company, sold by J.P. Morgan Securities through a directed share program.

Lead underwriters

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC

Transfer agent

Fidelity Stock Transfer Solutions LLC

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• General corporate purposes, with priority to working capital, operating expenses and capital spending to build data center, power, storage and related projects.The company says it expects to use substantially all of the net proceeds this way and, within capital spending, to prioritize its equity share of project-level financings for contracted projects. No amounts are stated.Amount not fixed
• Possibly technology development and buying or investing in complementary businesses.The company says it has no binding agreements for any material acquisition or investment.Amount not fixed

The company says it will not use the proceeds to repay the about $473.0 million Hickory Facilities (a new credit facility refinances them), and does not expect to pay net proceeds directly to SoftBank or OpenAI. It plans to repay $709.5 million of notes owed to its parent SBE Global from cash on hand. NVIDIA's private placement money also goes to general corporate purposes.

Only the shares the company sells raise money for it; money from shares sold by existing stockholders goes to them.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Electricity from solar and battery plants

  About 2.2 GWac of solar and battery capacity was operating at Jun 30, 2026, mainly in Texas (the ERCOT grid) and California (CAISO), plus projects in Nevada. Power and renewable energy certificates are sold under contracts of 10 to 25 years, mostly paid per unit produced.

• AI data center campuses

  It finds the site, secures power, builds the campus and leases it on triple-net terms (the tenant pays running costs) for about 15 to 20 years. Rent is set as a return on the total project cost, up to a cap. The S-1/A says its work stops at the server rack: tenants bring their own servers and chips.

• Design, engineering and construction services

  Its Solutions segment designs, engineers and manages construction and operations for the company's own power and data center projects at a mark-up. That work ($62.4 million in FY2025) is removed from consolidated revenue.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Power buyers under contract

  67%

  of revenue

  Utilities, municipal corporations, power authorities, energy service companies, community choice aggregators and large companies buy electricity and renewable energy certificates. Revenue from these contracts was $143.0 million in FY2025.

• Power price swaps (hedges)

  33%

  of revenue

  Contracts that fix the price on part of the output. In FY2025, $7.2 million was settled in cash and $63.3 million was unrealized gains: changes in the swaps' value, not cash received.

• Data center tenants (SoftBank and OpenAI affiliates)

  Not disclosed

  A SoftBank affiliate leases the Cosmos campus; OpenAI affiliates lease the Milam County and PORTS-Pike campuses. No rent was received in FY2025; the company says it expects first rent in the fourth quarter of 2026.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

1. 1Money in: $213.5 million of revenue, of which $63.3 million was unrealized hedge gains, plus $26.8 million of interest and other income.
2. 2Running the plants cost $81.4 million, and wear-and-tear of assets was $94.1 million.
3. 3General and administrative costs were $679.6 million; stock-based pay, a non-cash cost, was $674.1 million for the year.
4. 4Interest on debt took $162.4 million, leaving a consolidated net loss of $788.1 million. After $50.1 million of losses were allocated to tax-equity partners, the loss to SB Energy was $738.0 million.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Land and sites

  Power projects mostly sit on land leased long-term from landowners; data center sites are bought or leased. One PORTS-Pike building is to sit on land leased from the US Department of Energy in Feb 2026.

• Grid connections

  Every project needs approval to connect to the grid, and the S-1/A flags queue backlogs and costs. The utility AEP Ohio plans about $5.1 billion of grid upgrades for PORTS-Pike, to be charged back to the campus over its term.

• Equipment from few suppliers

  Batteries, turbines and transformers come from a small number of suppliers. Purchase commitments to suppliers were $6.3 billion for the rest of 2026 through 2028, as of Jun 30, 2026.

• Project money

  The company says it has raised about $19 billion of project capital since 2019 (about $15 billion of debt and nearly $4 billion of tax equity) across 37 project financings.

• People

  223 full-time employees and 89 contractors at Jun 30, 2026; none is in a union.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• NextEra Energy

  Named by the company as a competitor in utility-scale solar and storage.

• AES Corporation

  Named as a competitor in utility-scale solar and storage.

• Clearway Energy

  Named as a competitor in utility-scale solar and storage.

• Digital Realty

  Named as a US data center provider it competes with.

• Equinix

  Named as a US data center provider it competes with.

• Private data center operators (QTS, Vantage Data Centers, Switch, CyrusOne, Aligned Data Centers)

  Named as private competitors in data centers, alongside private-equity-backed platforms.

• Large cloud providers (Amazon, Google, IBM, Microsoft, Oracle)

  Named as competitors with broader portfolios that also build their own capacity.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Cosmos campus, Travis County, Texas (about 50 MW-IT)

  Early

  Under construction since Mar 2026; tenant: SoftBank affiliate

  First rent is due on the earlier of Dec 11, 2026 or the ready-for-service date. Expected rent over the 15-year initial term is about $2.5 billion, the company says. Funded by $999.0 million of 8.875% notes due 2031.

  Status: Early, too early to judge.

• Milam County campus, Texas (753 MW-IT in two buildings)

  Early

  Under construction since Apr 2026; tenant: OpenAI affiliate

  Target ready-for-service dates are 2027 to 2028. Construction financing was in active discussions and not closed at the S-1/A date.

  Status: Early, too early to judge.

• PORTS-Pike campus, Pike County, Ohio (about 8.0 GW-IT in 17 buildings)

  New

  Leases signed Aug 2026; not yet under construction

  The last buildings are targeted for 2031 and 2032. The campus needs about 9.2 GW of gas generation that a SoftBank affiliate is to build, funded under the US-Japan partnership; the company has no agreement with any government entity on that funding.

  Status: New, recently announced.

• Solar and storage under construction (about 2.5 GWac)

  Early

  About 0.8 GWac more is contracted but not yet under construction

  These projects already have long-term power contracts; together with operating plants they make up the company's 5.5 GWac contracted power portfolio.

  Status: Early, too early to judge.

Status compares progress with what the company itself said it would do: Working = on track against what the company said; Mixed = partly on track; Behind = behind the company's own plan; New = recently announced; Early = too early to judge.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

EBITDA here = operating income plus depreciation and amortization (from the cash flow statement). Fiscal years are the company's own (December 31 (calendar year)). Net profit is the share belonging to the company's owners. Total net income differs from net profit to the company's owners: under the HLBV method (hypothetical liquidation at book value), losses are allocated to tax-equity partners who invested in projects for tax credits: $310.2 million in FY2024, which turned a $204.1 million consolidated loss into a $106.1 million profit for SB Energy, and $50.1 million in FY2025.

SB Energy says in its S-1/A that it is an emerging growth company, so the filing gives two audited years instead of three.

• Official (GAAP)

  No official figure measures this; it is the company's own operating measure.

  Company's own measure: Operating solar and storage capacity

  2.2 GWac

  Approximate. Solar and battery projects placed in service under grid connection and power sale agreements, as the S-1/A defines it. No data center capacity is operating.

• Official (GAAP)

  No official figure measures this; it is the company's own operating measure.

  Company's own measure: Standalone Power Contracted Portfolio

  5.5 GWac

  Solar and storage that is operating (about 2.2), under construction (about 2.5) or contracted under long-term power contracts but not yet under construction (about 0.8). Full nameplate counted; solar and storage at the same site are counted separately.

• Official (GAAP)

  No official figure measures this; it is the company's own operating measure.

  Company's own measure: Data Center Contracted Portfolio (at Sep 21, 2026)

  8.8 GW-IT

  Computer (IT) load under signed leases: about 0.8 GW-IT under construction (Cosmos and Milam) and 8.0 GW-IT contracted but not under construction (PORTS-Pike). None operating. The figure was 0.8 GW-IT at Jun 30, 2026, before the PORTS-Pike leases.

• Official (GAAP): Revenue, FY2025

  $214M

  Company's own measure: Backlog (company estimate, at Sep 21, 2026)

  $439.0B

  The company estimates about $439 billion of revenue left over the life of signed contracts, excluding pass-through costs, market sales and renewals. It assumes projects are built on time; about $357 billion falls more than 96 months (8 years) out, and about $430 billion is data centers, none yet operating. The financial statements report no remaining performance obligations required to be disclosed (Jun 30, 2026).

• Official (GAAP): Net loss, consolidated, FY2025

  −$788M

  Company's own measure: Total Segment Adjusted EBITDA, FY2025

  $120M

  Segment profit before interest, tax and depreciation that leaves out stock-based pay ($674.1 million), unrealized hedge gains, unallocated overhead and pre-operating costs. It was $68.6 million in FY2024 and $62.4 million in the six months to Jun 30, 2026.

These are the company's own measures, defined by the company. They are not comparable across companies, and they are not added together. Each sits beside the nearest official (GAAP) figure.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Debt is principal: $4,025.6 million owed to lenders plus $709.5 million of notes owed to the parent SBE Global, which the company says it will repay at the IPO from cash on hand.
• Cash includes $1,016.4 million of restricted cash, as in the company's own Net Debt measure ($1,810.0 million), which leaves out the parent notes, letters of credit and guarantees.
• Only $473.0 million (11.7% of principal) is corporate debt with recourse to the company; the rest is project debt where lenders' claims are limited to the projects.
• Debt due soon: Athos Storage $361.9 million by Feb 26, 2027 and Pelicans Jaw $857.8 million by Mar 31, 2027.
• Liabilities include $5,486.1 million for the OpenAI warrants, a non-cash item re-measured each quarter.
• Equity shown is the member's equity belonging to SB Energy; tax-equity and other minority partners held another $541.5 million. Letters of credit in use were $1,141.6 million.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

From the prospectus table of principal stockholders. Holdings fall after the IPO when new shares are sold; the prospectus also shows the holding after the offering.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Rich Hossfeld

  Co-CEO and director

  Co-CEO since the company's inception, the S-1/A says; earlier at True North Venture Partners and First Solar.

• Abhijeet Sathe

  Co-CEO and director

  Co-CEO since inception; earlier chief operating officer of SoftBank's renewable energy business in India.

• Gaetan Frotte

  Chief Financial Officer

  CFO since inception; earlier Senior Vice President and Treasurer at NRG Energy (2006-2023).

• Ryan Bates

  General Counsel

  Earlier at Clearway Energy and NRG Energy.

• Alex Clavel

  Chair nominee (designated by SoftBank)

  CEO of SoftBank Investment Advisers, which manages SoftBank's Vision Funds.

• Sachin Katti

  Director nominee (designated by OpenAI)

  Vice President, Compute Strategy and GPT Infrastructure at OpenAI.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

Auditor

Deloitte & Touche LLP, since 2021

Auditor changes

None in the period covered

Audit qualifications

None reported

Related-party dealings

SoftBank controls SB Energy and licenses it the "SB Energy" name; a SoftBank affiliate and OpenAI affiliates are its only data center tenants; OpenAI holds warrants and NVIDIA guarantees part of the PORTS-Pike campus value. The S-1/A says the company believes the leases and guarantees were negotiated on terms like those between unrelated parties.

Credit rating

No public credit rating found

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• Control: SoftBank Group controls SB Energy through a chain of entities and has contributed about $3.2 billion of capital to the business, the S-1/A says.
• Name: SoftBank licenses the "SB Energy" name for a royalty of 1% of gross profit; the licence ends automatically if SoftBank stops controlling the company.
• Cosmos tenant: a SoftBank affiliate leases the about 50 MW-IT Cosmos campus for 15 years, with expected rent of about $2.5 billion, guaranteed by SoftBank Group Capital.
• OpenAI tenant: OpenAI affiliates lease the Milam County buildings (753 MW-IT, Jan 2026) and the 17 PORTS-Pike buildings (about 8.0 GW-IT, Aug 2026).
• OpenAI warrants: with the Milam leases, SB Energy gave OpenAI warrants to buy its shares for $0.01 each. Their starting value, $3,646.2 million, is booked as an asset that will reduce lease revenue over the OpenAI lease terms once the leases start.
• OpenAI agreement: OpenAI is the exclusive provider of AI products and services to SB Energy (with exceptions), owns IP in jointly developed projects, and SB Energy has agreed to minimum purchases of $10.0 million (2026), $15.0 million (2027) and $25.0 million (2028) of OpenAI software.
• NVIDIA: it guarantees part of the value of the first nine PORTS-Pike buildings if the tenant becomes insolvent or misses payments, up to $105 billion and declining over time; OpenAI, not SB Energy, pays NVIDIA for it.
• Parent support: SB Energy owes its parent $709.5 million of notes, to be repaid at the IPO, and the parent Energy Global guarantees completion to Cosmos noteholders and to the Milam and PORTS-Pike tenants.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

Cases are listed as the offer document describes them. A pending case is an allegation until a court or regulator decides it.

• Concentration

  Data center income depends on two related tenants

  All 8.8 GW-IT of signed data center capacity is leased to SoftBank and OpenAI affiliates, and the S-1/A says the company is "substantially dependent on OpenAI as a tenant and strategic partner".

  Watch Any lease signed with a tenant outside SoftBank and OpenAI.

• Execution

  PORTS-Pike needs power the company won't own

  The 8.0 GW-IT Ohio campus, a substantial majority of the data center backlog, needs about 9.2 GW of gas generation to be built by a SoftBank affiliate, funded under the US-Japan partnership. The company has no agreement with any government entity on that funding.

  Watch Funding and utility approvals for the PORTS-Pike gas generation and grid upgrades.

• Debt

  Very large capital needs and debt

  The company estimates about $178 billion of capital spending to build its contracted projects, about $48 billion of it within 24 months of Jun 30, 2026. Debt principal was $4,025.6 million plus $709.5 million owed to the parent at that date.

  Watch Closing of construction financing for Milam and PORTS-Pike, and refinancing of debt due in early 2027.

• Execution

  Penalties if data centers are late

  Leases carry delay damages, some uncapped, and the company says its maximum exposure cannot be worked out. At Milam the tenant can buy out the project if the first data hall is 365 days or more late.

  Watch Ready-for-service dates for Cosmos (2026-2027) and Milam (2027-2028).

• Concentration

  Few power customers and swinging hedge values

  The largest power customer was 29% of FY2025 revenue. Unrealized hedge gains, which change with power prices, were 29.7% of FY2025 revenue and 48.6% of revenue in the six months to Jun 30, 2026.

  Watch Revenue from customer contracts, reported separately from hedge results.

• Regulation

  Tighter tax-credit rules for solar

  Under the law signed Jul 4, 2025, solar projects that begin construction after Jul 4, 2026 must be in service by Dec 31, 2027 to keep tax credits, and new foreign-entity rules apply from 2026. The S-1/A also says the tax-equity market has contracted.

  Watch Tax-equity deals for projects under construction.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

• SoftBank keeps control

  After the IPO SoftBank will hold most of the votes. Under a shareholders' agreement it can nominate six of nine directors while it owns 50% or more, and keeps consent rights over board size, dividends and delisting until its voting power falls below 33%.

• Non-voting shares, warrants and later sales

  NVIDIA's non-voting Class N shares can convert into voting stock, OpenAI warrants can vest later on project milestones or market-value levels, and SoftBank, NVIDIA and OpenAI have registration rights. The S-1/A says future sales could cause the market price to fall.

• Broad discretion over the money

  The company states no amounts for any use of proceeds and says it will have broad discretion in spending the money.

• Weak internal controls

  The material weakness in controls over complex accounting, found in the FY2024 and FY2025 statements, was not fixed at Jun 30, 2026.

• No dividends

  SB Energy has never paid a cash dividend and does not expect to. Its new credit facility bars cash dividends before Jan 1, 2029.

• Limits on large stakes

  Because it owns power plants, a buyer generally cannot acquire 10% or more of its voting shares without approval from the Federal Energy Regulatory Commission (FERC).

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675); EDGAR filing list for SB Energy, Inc. (CIK 0002133037), checked Oct 27, 2026: S-1/A No. 2 (Sep 21, 2026) is the latest filing; no later S-1/A, FWP or 424B4; SB Energy Announces Public Filing of Registration Statement for Proposed Initial Public Offering (Sep 2, 2026)

What does SB Energy do?

SB Energy, Inc. builds and runs solar farms and battery storage plants in the US and is building AI data center campuses to lease to tenants, according to its S-1/A filed Sep 21, 2026. No SB Energy data center was operating at that date.

How does SB Energy make money?

SB Energy earns almost all its revenue by selling electricity and renewable energy certificates under long-term contracts, plus results on power price hedges. In FY2025, $143.0 million of its $213.5 million revenue came from customer contracts and $63.3 million was unrealized hedge gains.

Who are SB Energy's customers?

SB Energy sells power to utilities, municipal bodies, power authorities, energy service companies, community choice aggregators and large companies; its largest customer was 29% of FY2025 revenue. All its signed data center leases, as of Sep 21, 2026, are with SoftBank and OpenAI affiliates.

How big is SB Energy?

In FY2025 (the year to Dec 31, 2025), SB Energy reported revenue of $213.5 million and a net loss attributable to the company of $738.0 million, including $674.1 million of non-cash stock-based pay. Its total assets were $13,522.2 million at Jun 30, 2026.

Why did SB Energy report a loss of over $3 billion in the first half of 2026?

SB Energy's net loss attributable to the company was $3,208.9 million in the six months to Jun 30, 2026. It included a $2,573.1 million non-cash loss on warrants issued to OpenAI and $589.5 million of non-cash stock-based pay; cash used in operations was $55.6 million.

Who owns SB Energy before the IPO?

Before the IPO, SB Energy's only stockholder of record is its parent SBE Global, LP, part of an ownership chain controlled by SoftBank Group Corp., per the S-1/A dated Sep 21, 2026. SoftBank will keep enough votes after the IPO for SB Energy to be a "controlled company" under Nasdaq rules.

What is the SB Energy IPO?

SB Energy plans to sell new common stock on Nasdaq and Nasdaq Texas under the symbol SBE; its S-1/A of Sep 21, 2026 does not yet state the price range or number of shares. No existing stockholder is selling. NVIDIA has separately agreed to invest $3.0 billion in non-voting Class N shares.

What will SB Energy do with the IPO money?

SB Energy says in its S-1/A of Sep 21, 2026 that it expects to use substantially all the net proceeds for general corporate purposes, mainly building its data center and power projects. It states no amounts.

Source: SB Energy, Inc. Form S-1/A (Amendment No. 2) registration statement with preliminary prospectus, filed Sep 21, 2026 (Registration No. 333-298675)

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