US DOJ Probes Nvidia's Licensing Deal With Groq, Focusing on Whether It Evades Antitrust Review

TradingKey - On September 9, Eastern Time, The New York Times reported, citing two people familiar with the matter, that the U.S. Department of Justice is investigating Nvidia (NVDA)'s transaction arrangements with AI chip company Groq, focusing on whether the deal structure was intended to evade antitrust review applicable to traditional mergers and acquisitions.

People familiar with the matter said the DOJ launched the investigation shortly after the deal was announced and has formally requested information from Nvidia. The investigation is ongoing, and the DOJ has not determined that Nvidia broke the law and may ultimately conclude that no violation occurred.

In response, Nvidia said the Groq deal shows the U.S. system is working as intended to foster innovation, reward entrepreneurs, and benefit consumers. A spokesperson for the U.S. Department of Justice declined to comment on pending matters.

Technology Licensing Accompanied by Key Personnel Transfer

On December 24, 2025, Groq announced a non-exclusive inference technology licensing agreement with Nvidia. Groq founder Jonathan Ross, President Sunny Madra, and other team members subsequently joined Nvidia.

Groq was not acquired as a whole, with Simon Edwards taking over as CEO at the time and GroqCloud continuing operations. Axios cited people familiar with the matter as saying that about 90% of Groq employees would join Nvidia, though neither party confirmed this percentage.

Neither party disclosed the transaction amount. Axios, CNBC, and U.S. congressional documents all cited a deal value of approximately $20 billion, but neither Nvidia nor Groq confirmed the figure.

In February 2026, Senators Elizabeth Warren, Ron Wyden, and Richard Blumenthal sent a letter to the U.S. Department of Justice and the Federal Trade Commission, requesting a review of several similar arrangements, including this deal. In March, Warren and Blumenthal further requested that Nvidia disclose details regarding the transaction price, intellectual property, and personnel transfers.

Transaction Structures and Antitrust Filing Rules

U.S. HSR filing standards are governed by the thresholds in effect at the time of transaction closing. In 2025, the minimum size-of-transaction threshold is $126.4 million; effective February 17, 2026, this threshold will be raised to $133.9 million. Meeting the minimum size-of-transaction threshold does not automatically mean a filing is required, as it must still be evaluated based on the transaction structure, the size of the parties, and applicable exemptions.

Non-exclusive technology licensing and personnel hiring in themselves do not necessarily constitute reportable equity or asset acquisitions. However, if regulators deem that the relevant arrangements are intended to evade filing obligations, they may determine whether filing procedures must be fulfilled based on the actual substance of the arrangements.

According to a report by The New York Times citing people familiar with the matter, if the Department of Justice determines that Nvidia improperly handled the Groq transaction, it may seek fines; the report also noted that regulators are unlikely to seek to unwind the deal.

Going forward, the key focus will be on whether the Department of Justice takes enforcement action and whether it further clarifies its review standards for such technology licensing and talent acquisition arrangements.