Title: Surprise Minimizing Multi-Agent Learning with Energy-based Models. Abstract: Multi-Agent Reinforcement Learning (MARL) has demonstrated significant success by virtue of collaboration across agents. Recent work, on the other hand, introduces surprise which quantifies the degree of change in an agent's environment. Surprise-based learning has received significant attention in the case of single-agent entropic settings but remains an open problem for fast-paced dynamics in multi-agent scenarios. A potential alternative to address surprise may be realized through the lens of free-energy minimization. We explore surprise minimization in multi-agent learning by utilizing the free energy across all agents in a multi-agent system. A temporal Energy-Based Model (EBM) represents an estimate of surprise which is minimized over the joint agent distribution. Our formulation of the EBM is theoretically akin to the minimum conjugate entropy objective and highlights suitable convergence towards minimum surprising states. We further validate our theoretical claims in an empirical study of multi-agent tasks demanding collaboration in the presence of fast-paced dynamics.