Former Groq engineers and shareholders Joshua Rubin and Benjamin Serebrin filed a lawsuit in Delaware’s Court of Chancery on October 2, 2026, alleging that Groq’s board structured its Nvidia transaction to disadvantage shareholders. The claims focus on whether the board obtained a required shareholder vote and used a process designed to maximize value.
The shareholders’ allegations
Rubin and Serebrin allege that Groq’s board failed to obtain a shareholder vote they say Delaware law required and did not use a process to test or maximize the transaction’s value. They also challenge the payout to shareholders excluded from the deal, the tax treatment of the licensing payment and alleged benefits to funds affiliated with board members.
How the reported transaction was structured
Nvidia and Groq announced the arrangement in 2025 as a technology license accompanied by the hiring of Groq leaders and engineers. Groq continued as an independent company. The reported overall value was about $20 billion: $17 billion for the license and a separate $3 billion pool of Nvidia stock for certain employees who moved to Nvidia.
The license and the employee stock pool were distinct parts of the arrangement. The reported $20 billion total was not all cash paid to Groq.
Groq’s response
Groq said the licensing agreement delivered exceptional value for the company, its investors and its employees. It called the lawsuit meritless and said it would defend itself.
