Professional Diversity Network, Inc. said in an 8-K filed on 6 October 2026 that on 5 October its wholly owned subsidiary, PDN Intelligence, Inc., entered into three agreements, all with Goodwill Labs Inc. and one of them also with HashForest Technology LLC, covering approximately $1.177 million of initial capital commitments for two NVIDIA B300 eight-GPU systems in the company’s GPU infrastructure business.
The 8-K does not name the customers who will buy the compute, and it gives no revenue, utilisation or profit figure for the project. A press release issued the same day describes the order for one B300-based system.
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The key insight: The 8-K sets the same company’s rent and its loan side by side: the lease carries a fixed annual base rent of 20% of acquisition cost that “is not contingent on revenue”, while the loan “bears no fixed interest and has no scheduled principal payments” and is repaid from a share of positive profit. This publication sets the two as the filing gives them; the 8-K gives no revenue or profit figure for either system.
The 8-K says PDN Intelligence is acquiring one system from AMAX Engineering Corporation for $588,581.99 and will lease it to Goodwill. It also says PDN Intelligence agreed to lend Goodwill $588,849.23 to finance Goodwill’s acquisition of a second system.
According to the filing, Goodwill had previously secured that second system in an existing AMAX order for which no additional units were available, and “the loan structure is intended to accelerate deployment of that system.”
On 30 September 2026 the company paid AMAX $294,291.00 of the purchase price of the leased system on behalf of PDN Intelligence, the 8-K says, and the remaining $294,290.99 is payable before shipment. Title to the leased system passes directly from AMAX to PDN Intelligence, and the company funds both arrangements through intercompany funding to PDN Intelligence.
How the 8-K of 6 October 2026 sets up the two NVIDIA B300 systems: one leased, one financed through a loan. The terms are the filing’s, as it gives them.
The Lease: Rent Set as a Share of Cost
The 8-K describes a 60-month base term that begins on delivery, installation and acceptance of the leased system at a data center in Hillsboro, Oregon. In the filing’s words: “Annual base rent equals 20% of the acquisition cost (approximately $117,716), payable bi-monthly, and Goodwill’s rent obligation is not contingent on revenue from the equipment.”
On ending the lease, the filing says: “Either party may terminate for convenience on or after the second anniversary of commencement on 90 days’ notice, without a termination fee.” At expiration, it says, Goodwill may return the equipment or buy it at its appraised fair market value, and PDN Intelligence otherwise retains the residual-value risk.
The 8-K also gives a delivery date. If delivery does not occur by 15 January 2027, PDN Intelligence may cancel the lease for the undelivered equipment and seek a refund from AMAX, “although AMAX’s terms provide that GPU purchases are final.”
The Revenue-Sharing Agreement
The 8-K says the three-party collaboration agreement covers the commercial operation of the leased system only. Goodwill operates the project and contracts with customers, HashForest provides technical-support and billing services, and PDN Intelligence provides market-growth services.
Bi-monthly project profit, which the filing describes as generally customer collections less specified operating costs and reserves, is allocated 75% to PDN Intelligence and the remainder to Goodwill and HashForest. The 8-K says base rent under the lease is credited against, rather than added to, PDN Intelligence’s share, and that the share may be reduced in later periods to reimburse Goodwill for rent funded from its own resources and for specified carryforward adjustments.
The agreement has an initial 24-month term from the start of commercial service and ends after the lease terminates, according to the 8-K. After the initial term any party may terminate on 90 days’ notice, and termination by Goodwill ends the agreement for all parties.
The Loan: No Fixed Interest, Repaid From Profit
Under the loan agreement, the 8-K says, Goodwill owns the financed system subject to PDN Intelligence’s first-priority security interest in that equipment and related proceeds. The filing states: “The loan bears no fixed interest and has no scheduled principal payments.” Instead, Goodwill must pay PDN Intelligence 75% of the positive bi-monthly distributable profit from the financed system, and no payment is due for any period without positive distributable profit.
The loan has an initial two-year term that begins no later than 15 January 2027, during which neither party may terminate, and it renews automatically for one-year terms unless either party gives at least 30 days’ notice of non-renewal. On termination after non-renewal, the 8-K says PDN Intelligence may take title to the financed system, directly or through a designee, or require Goodwill to sell it as PDN Intelligence’s agent, at PDN Intelligence’s cost.
The filing says that completing that disposition discharges the loan principal regardless of the equipment’s value, and that PDN Intelligence generally cannot require repayment of principal in cash. If the disposition occurs on or after 1 October 2031, or earlier after specified material defaults, Goodwill must pay in cash any shortfall between the original loan amount and PDN Intelligence’s aggregate receipts. The 8-K adds that this undertaking does not apply to a disposition after non-renewal at the end of the initial two-year term, absent a material default.
How the Press Release Describes It
The press release, furnished as Exhibit 99.1 and dated 6 October 2026, says the company placed an order with AMAX on behalf of PDN Intelligence for one NVIDIA B300-based AI computing system and has paid 50% of the purchase price, with the balance payable before shipment. It says the system is expected to be deployed at a third-party data-center facility and made available for commercial AI compute services.
Item 7.01 of the 8-K describes the press release as announcing PDN Intelligence’s acquisition of one system described in Item 1.01. The press release does not mention the lease, the loan, Goodwill or HashForest; it says the company is working with third-party infrastructure and operating partners without naming them. This piece sets the two documents side by side as each gives it.
What the 8-K Lists as Risks
The filing’s forward-looking-statements section names, among other risks, the company’s dependence on a single counterparty, Goodwill, under each of the agreements, and Goodwill’s right to terminate the lease after two years without an early-termination fee. It names the absence of fixed interest or scheduled principal repayment under the loan and the discharge of principal on disposition regardless of the equipment’s value.
It also names delays in or failure of delivery and the limited remedy if that happens because the supplier’s terms provide that GPU purchases are final, changes in the value of GPU equipment including through technological obsolescence, and restrictions that NVIDIA and AMAX may impose on end users, resale or transfer of the equipment.
The Structural Read
The 8-K describes two different payment shapes for the two systems. For the leased system it says rent is a fixed 20% of acquisition cost a year, approximately $117,716, payable bi-monthly, and that Goodwill’s rent obligation “is not contingent on revenue from the equipment”. For the financed system it says Goodwill pays 75% of positive bi-monthly distributable profit, and nothing for a period without positive distributable profit.
The exit terms differ too, as the filing gives them. Either party may end the lease on or after the second anniversary on 90 days’ notice without a termination fee, and the 8-K says PDN Intelligence otherwise retains the residual-value risk. On the loan, the 8-K says completing a disposition discharges the principal regardless of the equipment’s value.
The press release and the 8-K describe the project in different terms. The press release speaks of one NVIDIA B300-based system and does not mention the lease, the loan, Goodwill or HashForest. The 8-K’s Item 1.01 describes one system acquired and leased and a second financed through the loan, and its Item 7.01 describes the press release as announcing the acquisition of one system described in Item 1.01.
Yiran Gu, Chief Executive Officer and Chief Financial Officer, in the press release
THE LEASE TERMS ARE SPECIFIC The 8-K gives the purchase price, the 60-month base term, the 20% rent and the 90-day notice right from the second anniversary. It names no customers and gives no revenue, utilisation or pricing figure.
THE LOAN TERMS ARE SPECIFIC TOO The 8-K gives the loan amount, the 75% profit share, the two-year initial term and the 1 October 2031 date for the cash-shortfall undertaking. It says the principal is discharged on disposition regardless of the equipment’s value.
THE AGREEMENTS THEMSELVES ARE NOT YET PUBLIC The 8-K says the company intends to file all three agreements as exhibits to its Annual Report on Form 10-K for the fiscal year ending 31 December 2026, with certain portions omitted.
What Is Not Established
The 8-K does not name the customers who will buy compute from Goodwill, and it gives no revenue, utilisation, pricing or profit figure for either system. It says the company intends to file the three agreements as exhibits to its Annual Report on Form 10-K for the fiscal year ending 31 December 2026, with certain portions omitted, so the full terms are not yet public.
This piece draws no conclusion about the arrangement, the counterparty or the company, and it does not compare the terms with those of any other deal. It rests on the 8-K’s summaries and the press release, not on the agreements themselves.
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Professional Diversity Network said on 6 October 2026 that PDN Intelligence has entered into a lease, a revenue-sharing agreement and a secured loan, all with Goodwill Labs Inc., for approximately $1.177 million of initial capital commitments for two NVIDIA B300 eight-GPU systems. The lease sets annual base rent at 20% of acquisition cost over a 60-month base term, with either party able to terminate without a termination fee on or after the second anniversary.
The loan carries no fixed interest and no scheduled principal, and the 8-K says Goodwill pays PDN Intelligence 75% of positive bi-monthly profit from the financed system. The 8-K names no customers and gives no revenue or profit figure.
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A note on sourcing. This piece rests on Professional Diversity Network’s 8-K filed 6 October 2026 and its Exhibit 99.1 press release, both read in full. We read the 8-K’s summaries of the agreements, not the agreements themselves, which the company says it intends to file with its 2026 annual report. We haven’t checked the company’s statements independently, and we did not contact the company, Goodwill, HashForest or AMAX. Nothing here is a forecast, and nothing here is financial or investment advice.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
