NVIDIA Corporation filed a Form 8-K on September 3, 2026, disclosing that it entered into a definitive agreement on September 2, 2026, to acquire Hugging Face, Inc., an open-source AI platform and community operator.

Key Highlights

  • Purchase price: Approximately $11.9 billion payable to Hugging Face stockholders, subject to certain adjustments.
  • Retention program: An equity-based retention program of up to approximately $1.0 billion for Hugging Face employees joining NVIDIA.
  • Expected close: The transaction is expected to close in the first half of 2027, subject to customary closing conditions including required regulatory approvals.
  • Platform commitment: NVIDIA has committed to keep Hugging Face's platform open, consistent with Hugging Face's existing practices.
  • Regulatory risk flagged: NVIDIA disclosed that government restrictions on open-source AI models could have "a material impact on Hugging Face's platform" and on NVIDIA's business, operating results, and financial condition.
  • Signatory: The filing was signed by Colette M. Kress, Executive Vice President and Chief Financial Officer of NVIDIA Corporation.

NVIDIA's Definitive Agreement to Acquire Hugging Face: Key Terms and Disclosed Risks

According to the filing, NVIDIA Corporation (NASDAQ:NVDA) entered into a definitive agreement on September 2, 2026, to acquire Hugging Face, Inc. The filing describes Hugging Face as operating "a platform and community for developing, sharing and deploying open-source models, datasets and applications." The total consideration consists of an approximately $11.9 billion purchase price to Hugging Face stockholders, subject to certain adjustments, plus an equity-based retention program of up to approximately $1.0 billion for Hugging Face employees who join NVIDIA.

The filing states that NVIDIA expects the acquisition to "provide additional resources to Hugging Face and support developers building, sharing and deploying open models and applications." As part of the transaction, the company disclosed a specific commitment: NVIDIA "has committed to, among other things, keep Hugging Face's platform open, consistent with Hugging Face's existing practices," including permitting model makers, developers, and users to upload and download models and datasets of their choosing and to "support other silicon vendors."

NVIDIA disclosed a risk factor specific to the proposed acquisition, noting that third parties are "actively lobbying the U.S. Government and other stakeholders worldwide to adopt legislative or regulatory measures that would restrict or disadvantage open-source models." The filing further noted that many popular open-source models "originated in China and are then downloaded, revised, fine-tuned, and tested by developers in the United States and worldwide," and that any regulatory restriction limiting support for models derived from any region, including China, "could have a material impact on Hugging Face's platform, as well as a material impact on our business, operating results, and financial condition." The filing identifies statements about expected timing, anticipated benefits, and post-closing plans as forward-looking statements subject to the company's cautionary language.

What Was Disclosed

NVIDIA's 8-K disclosed a definitive agreement to acquire Hugging Face for approximately $11.9 billion, plus up to $1.0 billion in employee retention equity, with closing targeted for the first half of 2027 and subject to regulatory approvals and other customary conditions.