OpenAI's path to a public listing
Money MovesFrom nonprofit research lab to potential record-setting IPO
May 22nd, 2026: Confidential IPO filing submitted to SECNew here? Follow stories to track developments over time. Create a free account to get updates when stories you care about change.
Overview
Updated May 22OpenAI filed a confidential draft registration with the Securities and Exchange Commission (SEC) on Friday, May 22, 2026. The filing is the first formal step toward a public listing that could value the ChatGPT maker above $1 trillion.
Goldman Sachs, Morgan Stanley, and JPMorgan Chase will lead the offering, targeting a debut between September and November. The filing follows a March private round at $852 billion and the dismissal four days earlier of Elon Musk's federal lawsuit against the company.
Why it matters
A $1 trillion price tag would make this the biggest IPO ever and put every public-market investor on the hook for AI's profitability question.
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People Involved
Organizations Involved
OpenAI is the artificial intelligence company behind ChatGPT, the GPT model family, and the Sora video model.
Microsoft is OpenAI's largest single investor and exclusive cloud provider.
The SEC regulates U.S. securities markets, including the IPO process.
Three of Wall Street's largest investment banks are running the offering jointly.
Timeline
December 2015 May 2026
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Confidential IPO filing submitted to SEC
Latest FilingOpenAI files a draft S-1 with Goldman Sachs, Morgan Stanley, and JPMorgan Chase as joint lead underwriters. Target listing window is September to November 2026.
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Federal jury dismisses Musk lawsuit
LegalAn Oakland jury rules in under two hours that Musk sued too late under the statute of limitations. Judge Gonzalez Rogers tosses the case.
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Round expanded to $122 billion
FundingThe February round is reopened and closes at a post-money valuation of $852 billion.
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Largest private funding round in history
FundingOpenAI raises $110 billion at a $730 billion pre-money valuation, with SoftBank, Nvidia, and Amazon as lead investors.
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Restructuring as Public Benefit Corporation completes
StructureOpenAI converts its operating entity to a Delaware PBC. The nonprofit keeps equity worth tens of billions but loses operational control.
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Musk files breach-of-mission lawsuit
LegalMusk sues OpenAI, Altman, and Brockman, alleging they abandoned the nonprofit charter for private gain.
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Altman returns; board reshuffled
GovernanceAfter 97% of staff threaten to resign, Altman is reinstated and the board is rebuilt around Bret Taylor.
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Board fires Sam Altman
GovernanceThe OpenAI nonprofit board removes Altman as CEO, citing a loss of trust without offering specifics.
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ChatGPT launches publicly
ProductFree ChatGPT release hits one million users in five days, turning OpenAI into a consumer product company overnight.
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Microsoft commits first $1 billion
InvestmentMicrosoft becomes OpenAI's exclusive cloud provider and lead investor, beginning a partnership that now exceeds $13 billion in committed capital.
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Capped-profit subsidiary created
StructureOpenAI sets up a for-profit arm capped at 100x investor returns to attract outside capital while keeping nonprofit control.
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Musk leaves the board
GovernanceElon Musk resigns from the OpenAI board, citing conflicts with Tesla's AI work and disputes over direction.
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OpenAI founded as nonprofit
OriginAltman, Musk, Brockman, Sutskever, and others launch OpenAI with $1 billion in pledges and a charter to build safe artificial general intelligence.
Historical Context
3 moments from history that rhyme with this story — and how they unfolded.
Facebook IPO (2012)
Facebook went public at $38 per share, valuing the company at $104 billion. Trading on Nasdaq opened 30 minutes late because of system failures, and the stock closed flat after underwriters intervened to defend the price. Within months it had lost half its value.
Class-action suits over disclosure of mobile-ad weakness flooded the courts. Morgan Stanley paid a $5 million fine for its role.
Facebook (later Meta) recovered to trade above $300, but the IPO became the standard cautionary tale for mega-cap tech listings. Underwriters now build in more conservative allocations and price discovery.
Facebook is the warning label for OpenAI's bankers: a generational tech IPO can still misprice on day one if late-stage private rounds set a number the public market won't pay.
Alibaba IPO (2014)
Chinese e-commerce company Alibaba listed in New York at $68 per share, valuing the company at $231 billion. It raised $25 billion, then the largest U.S. IPO ever. The deal closed at $93.89 on day one, up 38%.
Alibaba briefly became one of the ten most valuable companies in the world. Founder Jack Ma's stake was worth roughly $18 billion.
The stock spent years trading below its IPO peak as Beijing tightened control over its tech sector. The deal still anchors how mega-cap tech IPOs are syndicated and priced.
Alibaba is the modern template for an IPO this large: same Goldman-Morgan Stanley axis, same trillion-dollar ambitions, and the same risk that regulatory headlines can crater the multiple.
Saudi Aramco IPO (2019)
Saudi Arabia listed 1.5% of state oil company Aramco on the Tadawul exchange at a $1.7 trillion valuation, raising $25.6 billion. The company had been pitching a $2 trillion price for three years; international investors balked, and the Saudis listed mostly to domestic and Gulf buyers.
Shares popped 10% on debut and briefly pushed Aramco's market cap above $2 trillion. International institutions stayed on the sidelines.
Aramco remains the largest IPO on record by money raised, but the foreign-investor gap meant the deal never delivered the global financial-center status Riyadh wanted.
Aramco shows that a trillion-dollar headline number depends on which buyers actually show up. OpenAI's underwriters need U.S. institutions, not just AI enthusiasts, to anchor a $1T+ book.
