OpenAI filed a confidential S-1 with the US Securities and Exchange Commission on May 22, 2026. A confidential IPO filing, formally known as a draft registration statement, lets a company submit its financials to the SEC without making them public. The company goes back and forth with regulators, fixes any issues, and times its public disclosure for when market conditions look favorable. The actual S-1, with all its financial details, will not become public until at least 15 days before any roadshow begins.
OpenAI said in a statement that it has not committed to a timeline because “there are things we want to do that are likely easier as a private company.” The firm added that the filing “gives us the option to go public sooner if that ends up being best.”
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The Banks
Goldman Sachs and Morgan Stanley are leading the offering, with JPMorgan Chase also involved. OpenAI has also held discussions with Citigroup about joining the bank syndicate alongside Goldman Sachs and Morgan Stanley. The involvement of four major Wall Street institutions signals that this is one of the most heavily resourced IPO preparations in recent memory.
The Timeline
OpenAI is targeting a public listing window between Labor Day and Thanksgiving 2026, giving it roughly four to six months of runway after the confidential filing. CEO Sam Altman is said to be targeting a September 2026 listing. However, confidential filings do not guarantee that an IPO happens on schedule. Market conditions, regulatory pushback, or a shift in investor sentiment could all cause delays.
Valuation and Fundraising Target
OpenAI’s current private valuation is $852 billion, set in a $122 billion funding round that closed in March 2026, backed by Amazon, Nvidia, and SoftBank. OpenAI is reportedly aiming to raise $60 billion in its stock market debut. According to Deutsche Bank Research, this would more than double Saudi Aramco’s 2019 listing of $25.6 billion, the largest IPO on record at the time.
If OpenAI lists near $1 trillion, it would be among the largest IPOs in history. For context, Meta was valued at $104 billion when it went public in 2012, and Uber at $82 billion in 2019.
SpaceX, which filed its own IPO prospectus this year, is targeting a raise of up to $75 billion and is seeking a valuation of between $1.75 trillion and $2 trillion. This puts the two companies in direct competition for the largest listing in history.
Revenue and Losses
OpenAI’s revenue growth has been rapid. The company went from roughly $2 billion in annualized revenue at the end of 2023 to $6 billion in 2024, and its CFO confirmed the figure surpassed $20 billion by the end of 2025. That growth has been driven by paid ChatGPT subscriptions, rapid enterprise adoption, and expanding API usage.
Annualized revenue hit $25 billion in February 2026, with Sam Altman targeting $100 billion by 2027.
Despite that growth, the company is not profitable. Internal projections reported by The Information suggest it is on course to lose $14 billion in 2026 alone. Cumulative losses could reach $44 billion before profitability in 2029. OpenAI’s price-to-sales ratio at an $830 billion valuation would be roughly 65 times its 2025 revenue, which is far higher than most technology companies.
The Corporate Restructuring
OpenAI could not go public under its previous structure. The company was founded in 2015 as a nonprofit research lab. In 2019, it created a capped-profit subsidiary to attract investment capital. That structure placed limits on how much investors could earn, which complicated a public listing.
On October 28, 2025, OpenAI completed its restructuring. The nonprofit is now called the OpenAI Foundation. The for-profit arm is now a public benefit corporation called OpenAI Group PBC, which is legally required to advance its stated mission and consider the broader interests of all stakeholders.
The OpenAI Foundation holds a $130 billion stake, representing 26% ownership, and plans to invest those resources in areas like health research, education, and AI safety. Microsoft, a top investor in OpenAI since 2019, holds a $135 billion stake representing 27% equity, along with technology rights until 2032.
The restructuring took nearly a year to negotiate among several parties and was reviewed by officials in Delaware and California, where the company is incorporated and based, respectively.
The October 2025 restructuring removed the 100x investor return cap and cleared the legal path to a public listing.
Key Shareholders
Microsoft owns approximately 27% of OpenAI after investing $13 billion. Other major investors include SoftBank, Thrive Capital, and Abu Dhabi’s MGX. OpenAI has raised approximately $180 billion in aggregate to date.
Microsoft and SoftBank face an ambiguous outcome from the IPO. Both hold stakes that will be marked-to-market upon listing, and the debut may prompt outflows from investors who have used either stock as an OpenAI proxy.
The Elon Musk Lawsuit
One significant legal obstacle has been cleared ahead of the listing. A jury dismissed all claims brought by Elon Musk against OpenAI, removing what had been a meaningful legal overhang on the company’s valuation and corporate governance story heading into public markets. Musk, who co-founded OpenAI in 2015, had challenged the company’s shift away from its nonprofit structure. His lawsuit’s dismissal clears the path for the IPO process to proceed without that legal uncertainty hanging over the prospectus.
The Stargate Connection
OpenAI also serves as the operational lead for Stargate, a $500 billion joint venture targeting 10 gigawatts of AI data center capacity across the U.S. and internationally by 2029. A public listing could accelerate acquisitions across chip design, AI infrastructure, and energy, allowing OpenAI to control more of the AI supply chain while scaling toward its $1.4 trillion infrastructure roadmap to build out data centers over the next eight years.
The Competition
Rival Anthropic submitted its own confidential IPO prospectus a week earlier, at a valuation of $965 billion. Depending on the sequencing relative to Anthropic, OpenAI’s debut may establish the first U.S. benchmark for pure-play AI model valuations, with a direct read-through to its infrastructure partners Nvidia, Oracle, and CoreWeave.
ChatGPT stalled at approximately 900 million weekly active users in April 2026. It fell short of internal targets, while monthly revenue milestones have been missed on several occasions in 2026 as competition from Google and Anthropic intensifies.