---
title: "Nvidia’s $20 Billion Groq Deal Drew a Lawsuit Saying Stockholders Got a Lowball Price"
description: "Two former engineers accused Groq’s board of selling the company to Nvidia without the shareholder vote Delaware law requires."
author: "rews desk"
published: 2026-10-05T15:46:49Z
modified: 2026-10-05T17:31:39Z
url: https://rews.cc/a/nvidia-s-20-billion-groq-deal-drew-a-lawsuit-saying-stockhol-6bb77e
language: en
tags: ["nvidia", "ai", "chips", "mergers", "groq", "tech"]
publisher: "Rews (https://rews.cc)"
---

# Nvidia’s $20 Billion Groq Deal Drew a Lawsuit Saying Stockholders Got a Lowball Price

*Two former engineers accused Groq’s board of selling the company to Nvidia without the shareholder vote Delaware law requires.*

By rews desk · October 5, 2026 · https://rews.cc/a/nvidia-s-20-billion-groq-deal-drew-a-lawsuit-saying-stockhol-6bb77e

## In brief

- Ex-Groq engineers Joshua Rubin and Benjamin Serebrin sued on Oct. 2 in Delaware’s Court of Chancery
- Suit says stockholders got a “lowball” price in Nvidia’s $20 billion December licensing deal
- Filing says $17 billion went to a “non-exclusive” license and $3 billion in RSUs to engineers who moved
- Groq called the lawsuit “meritless” and said the deal delivered “exceptional value”
- Nvidia CEO Jensen Huang told employees it was “not acquiring Groq as a company”

Two former engineers at Groq, the artificial intelligence chip designer, filed a lawsuit on Oct. 2 claiming that the company’s board sold it to Nvidia without the stockholder vote Delaware law requires and without any effort to test what the technology was worth.

The suit, brought by Joshua Rubin and Benjamin Serebrin in the Delaware Court of Chancery, argues that stockholders got a “lowball” price under the $20 billion arrangement Nvidia announced in December. Both men left Groq before the deal was made public, according to their LinkedIn profiles, but held stock in the company, according to the filing.

Under the deal, Nvidia licensed Groq’s inference technology, and Groq’s founder and chief executive, Jonathan Ross, and its president, Sunny Madra, joined the chipmaker along with other senior leaders. Roughly 150 to 200 Groq engineers became Nvidia employees, according to the lawsuit.

The filing breaks the $20 billion down this way: $17 billion attached to a license Nvidia labeled “non-exclusive,” plus $3 billion in Nvidia restricted stock units set aside for the Groq employees who moved with the technology. The investment funds that designated members of Groq’s board, the suit alleges, “positioned” themselves “to enjoy windfall returns from the later squeeze-out.”

“A Board majority was conflicted as a result,” the filing reads. It continues: “The Board’s conflicted choice cost Groq’s stockholders billions of dollars.”

Groq rejected the account. “Our licensing agreement with NVIDIA delivered exceptional value for Groq, our investors, and our employees,” a company spokeswoman told CNBC. “This lawsuit is meritless and we will vigorously defend ourselves against it,” she said, adding that the company remains “focused on serving our customers and building the world’s leading AI inference cloud.”

Nvidia, valued at roughly $5 trillion, did not respond to CNBC’s request for comment.

The structure of the December arrangement left room for dispute over what Nvidia actually bought. In an email to employees around the time the deal was announced, which CNBC obtained, Nvidia’s chief executive, Jensen Huang, wrote, “While we are adding talented employees to our ranks and licensing Groq’s IP, we are not acquiring Groq as a company.”

In the same message, Mr. Huang said Nvidia planned “to integrate Groq’s low-latency processors into the NVIDIA AI factory architecture, extending the platform to serve an even broader range of AI inference and real-time workloads.”

Groq said in December that it would carry on as an “independent company,” and it has raised about $1 billion since June, from investors including Nvidia itself. The plaintiffs’ argument turns on that marker: whether a company stripped of its license, its founder and as many as 200 engineers remained anything but sold, and whether its remaining stockholders got a say. The Delaware court will now take up the question. The case, filed Thursday, has no hearing date yet.