Every material Form 8-K Nvidia has filed with the SEC since November 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
NVIDIA agreed on September 2, 2026 to acquire Hugging Face, an open-source AI model and community platform, for an approximately $11.9 billion purchase price, subject to adjustments. The deal also includes an equity-based retention program of up to about $1.0 billion for Hugging Face employees joining NVIDIA, and closing is expected in the first half of 2027 pending regulatory approvals. The filing also flags risks that government restrictions on open-source AI models could materially affect NVIDIA's business and the Hugging Face platform.
Purchase price of approximately $11.9 billion payable to Hugging Face stockholders, subject to certain adjustments
Equity-based retention program of up to approximately $1.0 billion for Hugging Face employees joining NVIDIA
Expected to close in the first half of 2027, subject to customary conditions and required regulatory approvals
NVIDIA commits to keep the Hugging Face platform open, including permitting uploads of models of users' choosing and support for other silicon vendors
NVIDIA reported second-quarter fiscal 2027 revenue of $96.2 billion, up 106% from a year ago, and GAAP diluted earnings per share of $2.46 versus $1.08 a year earlier. It expects third-quarter revenue of $108.0 billion, plus or minus 2%, and returned about $26.0 billion to shareholders during the quarter. Shareholders see strong growth in both sales and profit, though GAAP net income includes $7.8 billion of net gains from equity securities.
Q2 fiscal 2027 revenue of $96.2 billion, up 106% from a year ago and 18% from the prior quarter
GAAP diluted EPS of $2.46 vs. $1.08 a year ago; non-GAAP diluted EPS of $2.22 vs. $1.01
Q3 fiscal 2027 revenue outlook of $108.0 billion, plus or minus 2%, assuming no Data Center compute revenue from China
About $26.0 billion returned to shareholders; $99.0 billion remaining under buyback authorization; $0.25 dividend payable October 1, 2026
NVIDIA entered multiple residual value guaranties with SB Energy covering leases for about 4.25 gigawatts of IT load at the PORTS-Pike campus in Pike County, Ohio, with OpenAI as tenant. NVIDIA's aggregate payment obligation for its initial commitment is capped at $105 billion, and it can provide additional credit support for about 3.8 gigawatts more at its discretion. The commitment is large and long-dated, and NVIDIA would pay if OpenAI defaults on a lease, though OpenAI has agreed to reimburse amounts NVIDIA pays.
Guaranties cover leases for about 4.25 gigawatts of IT load; NVIDIA's initial payment obligation is capped at $105 billion.
Payments are subject to conditions, including ready-for-service conditions under the leases, expected beginning in 2028.
A payment is triggered if OpenAI becomes insolvent or fails to make lease payments; OpenAI must reimburse NVIDIA for amounts paid.
NVIDIA will invest $1.5 billion in SB Energy, according to the attached press release.
NVIDIA appointed Nicholas Parker, formerly a 26-year Microsoft executive, as Executive Vice President, Worldwide Field Operations, starting on or about August 24, 2026. He succeeds Ajay Puri, a 21-year NVIDIA executive who is retiring and will stay on in a senior advisory role to support the handover.
Nicholas Parker, age 55, most recently served as EVP and Chief Business Officer of Microsoft's Worldwide Sales & Solutions organization from 2025 to 2026.
Parker's package includes a $1,000,000 annual base salary, a $5,000,000 sign-on bonus and $1,500,000 target annualized cash variable compensation, pro-rated for fiscal 2027.
Parker's new hire equity grants include RSUs with a $35,000,000 target value and multi-year performance RSUs with a $5,000,000 target value, tied to total shareholder return relative to the S&P 500.
Ajay Puri notified the company on June 28, 2026 of his intention to retire upon his successor's start date.
On June 18, 2026, NVIDIA completed the sale of seven series of notes with a combined $25 billion principal amount, due between 2028 and 2056. The company is taking on $25 billion of new debt, which adds to its long-term borrowing obligations for shareholders to weigh.
Seven tranches total $25 billion: $3.5 billion due 2028 at 4.250%, $3.5 billion due 2029 at 4.350%, $4 billion due 2031 at 4.500%, $3.5 billion due 2033 at 4.750%, $4 billion due 2036 at 4.950%, $3 billion due 2046 at 5.550%, and $3.5 billi
Offering was made under a Form S-3 shelf registration (File No. 333-287619) with a prospectus supplement dated June 15, 2026.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters under an Underwriting Agreement dated June 15, 2026.
Notes were issued under a 2016 base indenture with Computershare Trust Company, N.A., as supplemented by an Officers' Certificate dated June 18, 2026.
NVIDIA reported record first-quarter fiscal 2027 revenue of $81.6 billion for the quarter ended April 26, 2026, up 85% from a year ago, with GAAP diluted earnings of $2.39 per share. It guided second-quarter revenue to $91.0 billion, plus or minus 2%, and raised its quarterly dividend to $0.25 per share from $0.01 while adding $80.0 billion to its share repurchase authorization. For shareholders, the sales and profit growth stand out, though GAAP profit includes $15.9 billion of net gains from equity securities.
Revenue of $81.6 billion, up 85% from a year ago; Data Center revenue of $75.2 billion, up 92%
Diluted EPS of $2.39 GAAP and $1.87 non-GAAP, versus $0.76 and $0.78 a year earlier
Q2 fiscal 2027 revenue outlook of $91.0 billion, plus or minus 2%, with no Data Center compute revenue from China assumed
Quarterly dividend raised from $0.01 to $0.25 per share, payable June 26, 2026; additional $80.0 billion buyback approved May 18, 2026
NVIDIA's board added Suzanne Nora Johnson as a director and as an Audit Committee member, expanding the board from ten to eleven seats, effective July 13, 2026. The filing describes equity and cash pay for her board service, which is routine compensation for a new director.
Board appointment made May 7, 2026; joins July 13, 2026, citing a prior professional commitment
Initial equity grant of restricted stock units with a $255,000 target value, vesting roughly semi-annually over three years
Pro-rated annual equity grant with a $255,000 annualized target value; cash retainer of $85,000 a year, paid quarterly from July 13, 2026
NVIDIA appointed Scott Gawel, formerly Corporate VP and CAO at Intel, as VP and Chief Accounting Officer, effective May 4, 2026, when he begins employment. Current CAO Donald Robertson is retiring from that role effective the same date and will stay on as VP, Finance until July 1, 2026. For shareholders, this is a routine leadership transition in the company's principal accounting role, with the filing disclosing a $800,000 base salary and $12,875,000 in target RSU value for Gawel.
Scott Gawel, age 55, appointed VP and CAO on April 26, 2026, effective with his start date of May 4, 2026
Donald Robertson notified the company on April 24, 2026 of his retirement as VP and CAO, effective May 4, 2026
Gawel's annual base salary is $800,000, plus two new-hire RSU grants with a combined target value of $12,875,000 vesting over about four years
Robertson remains with NVIDIA as VP, Finance until July 1, 2026
NVIDIA's Compensation Committee adopted a Variable Compensation Plan for fiscal year 2027 on March 2, 2026, letting eligible executives earn cash payments based on fiscal 2027 revenue performance. CEO Jen-Hsun Huang's target award for base plan achievement is $4 million, and four other named executive officers have $1.5 million targets. The filing is a routine compensation disclosure that sets how executive bonuses will be measured for the year ending January 31, 2027.
Plan adopted by the Compensation Committee on March 2, 2026, covering fiscal year 2027 (ending January 31, 2027)
Payouts are based on achieving specified fiscal 2027 revenue goals, with threshold, base and stretch levels
Target award for base plan achievement: $4 million for CEO Jen-Hsun Huang (200% of base salary); $1.5 million each for CFO Colette Kress and three other executives (150% of base salary)
Participants must remain employees through the payment date to earn an award, unless the committee decides otherwise
NVIDIA reported fourth-quarter fiscal 2026 revenue of $68.1 billion, up 73% from a year ago, with GAAP diluted earnings per share of $1.76 versus $0.89 a year earlier. It forecast first-quarter fiscal 2027 revenue of $78.0 billion, plus or minus 2%, and said it will include stock-based compensation in non-GAAP results starting that quarter, which changes how its non-GAAP figures compare with prior periods.
Q4 revenue was $68.1 billion, up 20% from Q3 and up 73% from a year ago; Data Center revenue was $62.3 billion.
GAAP diluted EPS was $1.76 and non-GAAP diluted EPS was $1.62; GAAP gross margin was 75.0%.
Q1 fiscal 2027 revenue outlook is $78.0 billion, plus or minus 2%, with no Data Center compute revenue from China assumed.
Fiscal 2026 shareholder returns totaled $41.1 billion; $58.5 billion remained under the buyback authorization at quarter end.
On January 20, 2026, NVIDIA director Persis Drell resigned from the Board of Directors, including her seat on the Compensation Committee, effective immediately. The company said she resigned to pursue a new professional opportunity and not because of any disagreement with the company.
Persis Drell resigned from the Board on January 20, 2026, effective immediately.
She also left the Board's Compensation Committee.
The filing says the resignation was not due to any disagreement with NVIDIA on operations, policies or practices.
NVIDIA reported third-quarter fiscal 2026 revenue of $57.0 billion for the quarter ended October 26, 2025, up 62% from a year ago, with GAAP diluted earnings per share of $1.30 compared with $0.78 a year earlier. The company expects fourth-quarter revenue of $65.0 billion, plus or minus 2%, and GAAP gross margin of 74.8%, while third-quarter GAAP gross margin of 73.4% was down 1.2 points from a year earlier. Headline revenue and profit measures improved for shareholders, and the company returned $12.7 billion to shareholders in the quarter.
Revenue of $57.0 billion, up 22% from the prior quarter and 62% from a year ago; Data Center revenue was $51.2 billion.
GAAP diluted EPS of $1.30 versus $0.78 a year ago; GAAP net income of $31.9 billion.
Fourth-quarter fiscal 2026 revenue outlook of $65.0 billion, plus or minus 2%.
Returned $12.7 billion to shareholders in the quarter; $62.2 billion remained under the share repurchase authorization at quarter end.
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