OpenAI confidentially submitted a draft Form S-1 registration statement to the U.S. Securities and Exchange Commission (SEC) on Friday, May 22, 2026, formally beginning the process for an initial public offering (IPO) that could become the largest technology listing in history. <cite index="1-3">Fortune, CNBC, Reuters, Axios, and Bloomberg all confirmed the filing within hours of each other.</cite>
<cite index="8-2,8-3,8-4">OpenAI is preparing to submit a confidential filing for an initial public offering in the US, tapping Goldman Sachs and Morgan Stanley as lead underwriters. The filing could land as early as Friday, May 22, marking the first concrete step toward what's shaping up to be one of the most closely watched tech IPOs since the pandemic-era boom. JPMorgan Chase is also involved in the deal.</cite>
Timeline and valuation
A confidential filing is a draft registration statement that allows issuers to undergo SEC review before disclosing financials publicly. <cite index="8-5">The company 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 drops.</cite> Reported targets place the offering between <cite index="3-14">$852 billion to $1 trillion</cite>, anchored to the company's October 2025 private round at $852 billion. Prediction-market activity reflects strong conviction in the timeline: <cite index="17-8">traders on prediction market platform Kalshi now see a 92% chance that the ChatGPT owner files for an IPO this year.</cite>
The public S-1, containing detailed financials and risk factors, is expected to surface roughly 15 days before any investor roadshow, likely in late July or August 2026.
Financials and competitive position
OpenAI has not publicly filed audited financials, but reported figures provide context. <cite index="14-21,14-22">The Information reported that OpenAI expects to burn roughly $25 billion this year alone. The company generated more than $13 billion in revenue last year but reportedly expects to spend $115 billion over the next four years as competition intensifies.</cite> Independent analyst notes cite an Annual Recurring Revenue (ARR) base of roughly <cite index="11-8">$20 billion at year-end 2025</cite>, scaling toward $30 billion in mid-2026.
The filing arrives amid intensifying competition. <cite index="18-4,18-5">The filing also intensifies the race with Anthropic, which overtook OpenAI in revenue last month and is on track to generate $40 billion in annual recurring revenue this month. Anthropic is targeting its own IPO as soon as October, with reports suggesting it too may seek to raise more than $60 billion, while simultaneously pursuing a private funding round at a valuation of $900 billion.</cite> Google's Gemini assistant has also closed the consumer gap; <cite index="14-24">Google recently said its Gemini app had reached 900 million active users, matching ChatGPT's scale.</cite>
Context: a clustered IPO window
OpenAI's submission lands two days after SpaceX's public S-1. <cite index="11-21,11-22">The SpaceX S-1, confidentially submitted on April 1, 2026 and publicly circulated May 20, discloses $18.67 billion in consolidated 2025 revenue following the February 2026 all-stock acquisition of xAI. The entity reported a $4.94 billion net loss for the year alongside adjusted EBITDA of $6.58 billion.</cite> Together with Anthropic's projected October listing, <cite index="10-12">the 2026 IPO pipeline — led by SpaceX, OpenAI, and Anthropic — could raise more capital than all US listings combined since 2022.</cite>
The timing also follows the resolution of a key legal overhang. <cite index="5-5">OpenAI won a major legal victory against Elon Musk just days ago — a jury ruled Musk's claims were time-barred — removing a significant obstacle that had threatened the company's structure, leadership, and finances</cite>. Governance complexity nonetheless remains: <cite index="15-21,15-22">OpenAI converted from a nonprofit to a public benefit corporation in 2025, creating governance complexity around mission obligations and shareholder rights. The Microsoft revenue-share agreement, reportedly granting Redmond 20% of revenue through 2030, is a structural overhang that the new $122 billion investor base will likely pressure to restructure before any listing.</cite>
OpenAI's official posture on the filing remained terse, with the company stating it <cite index="5-7">"regularly evaluate[s] a range of strategic options"</cite> as part of normal governance.