NVIDIA’s $11.9 billion Hugging Face deal aims for first-half 2027

The approximately $11.9 billion payable to Hugging Face stockholders is a separate line from the up-to-approximately-$1.0 billion equity retention for joining employees. NVIDIA expects the purchase to close in the first half of 2027 if customary conditions, including required regulatory approvals, clear.

On September 2, 2026, NVIDIA Corporation entered into a definitive agreement to acquire Hugging Face, Inc. (“Hugging Face”). NVIDIA’s Form 8-K (AccNo 0001045810-26-000078; Date of earliest event September 2, 2026; Item 8.01 Other Events; accepted September 3, 2026 at 08:03:56 ET) records that agreement. Hugging Face, as described in the same Item 8.01, operates a platform and community for developing, sharing and deploying open-source models, datasets and applications. This filing is the signed-agreement disclosure, not a close.

The $11.9 billion is not the retention line

The transaction includes an approximately $11.9 billion purchase price payable to Hugging Face stockholders, subject to certain adjustments.

Separately, the same Item 8.01 prints an equity-based retention program of up to approximately $1.0 billion for Hugging Face employees joining NVIDIA. That retention line is an “up to” program for joining employees — not an addition that the filing folds into the stockholder purchase-price figure.

The 8-K does not print a cash-versus-stock mix for the approximately $11.9 billion stockholder consideration.

Open platform and other silicon vendors

NVIDIA says it expects the acquisition to provide additional resources to Hugging Face and support developers building, sharing and deploying open models and applications. That is the company’s expectation language on the 8-K.

NVIDIA has committed to, among other things, keep Hugging Face’s platform open, consistent with Hugging Face’s existing practices. Under that commitment, Hugging Face would continue to permit model makers, developers, and users to upload and download models and datasets of their choosing and to support other silicon vendors.

First-half 2027 and the regulatory clock

The transaction is expected to close in the first half of 2027, subject to the satisfaction or waiver of customary closing conditions, including receipt of required regulatory approvals. Expected close is not a completed close. The 8-K does not print a calendar close date inside that half-year window.

The filing also adds a risk factor on government restrictions that may affect open-source models and the Hugging Face platform, including possible new requirements on development, training, release, distribution, access, transfer, deployment, or use of AI models. That is risk disclosure, not a prediction of any particular regulatory outcome.