5/25/2026, 1:01:20 PM · foundation-models

OpenAI files confidentially for IPO targeting $1 trillion valuation by September 2026

The ChatGPT maker submitted draft IPO paperwork to the U.S. Securities and Exchange Commission, setting up what could become one of the largest public listings in history.

OpenAI has confidentially filed a draft IPO (Initial Public Offering) registration statement with the U.S. Securities and Exchange Commission (SEC), positioning the company for a potential public debut as early as September 2026. <cite index="2-3,2-4">CNBC and The Wall Street Journal reported that OpenAI is preparing to confidentially file a draft IPO prospectus, with Goldman Sachs and Morgan Stanley advising on the process, targeting a public listing as early as September 2026 at a valuation above $1 trillion, pending regulatory review and market conditions.</cite>

Filing mechanics and timeline

A confidential submission allows the company to undergo private SEC review before disclosing financials publicly. <cite index="1-21,1-22,1-23">Companies are allowed to file confidentially with the U.S. Securities and Exchange Commission and receive feedback from the regulator before making their S-1 public at a time of their choosing. The S-1 must be published at least 15 days before the company begins its road show to sell its initial order book of shares to investors. That road show usually takes place about one to two weeks before the company conducts the IPO.</cite>

<cite index="7-16,7-17">CEO Sam Altman has reportedly been pushing for a faster debut while CFO Sarah Friar has favored a slower, more deliberate approach. Friar previously told CNBC that behaving like a public company is simply "good hygiene" for an organization of OpenAI's scale, but stopped short of committing to any dates.</cite>

Valuation and ownership structure

The targeted IPO price would mark a significant step up from OpenAI's most recent private round. <cite index="2-19">OpenAI's March 2026 funding round closed at a post-money valuation of $852 billion, with major participation from Amazon, Nvidia, SoftBank, and other investors, and remains the company's last disclosed private transaction.</cite>

The corporate architecture remains unusual for a public-market issuer. <cite index="1-5,1-6,1-7">Founded as a non-profit, the company finalized its transition into a for-profit public benefit corporation in October 2025. Microsoft owns roughly 27% of OpenAI's new public benefit corporation structure, while the OpenAI Foundation owns 26%. Current and former employees and other investors hold the rest.</cite>

Financials and burn rate

<cite index="2-20">CFO Sarah Friar confirmed in a January 2026 blog post that the company's annualized revenue rate exited 2025 above $20 billion, against estimated full-year actual revenue of approximately $13.1 billion, reflecting rapid growth concentrated in the second half of the year.</cite> <cite index="9-8,9-9">OpenAI said ChatGPT has more than 900 million weekly active users and over 50 million subscribers, while its API (Application Programming Interface) processes more than 15 billion tokens per minute. The company also said enterprise now represents more than 40% of revenue and is on track to reach parity with consumer revenue by the end of 2026.</cite>

Losses remain substantial. <cite index="4-16,4-17">OpenAI has discussed total infrastructure commitments in the range of $1.4 trillion over the next several years. In February 2026, it reset expectations with investors, saying it now plans about $600 billion in compute spending by 2030. The company has reportedly told investors it does not expect to be cash-flow positive until 2030.</cite>

Competitive and legal context

The filing follows the resolution of long-running litigation from co-founder Elon Musk. <cite index="2-22,2-23">A May 18 jury verdict dismissed all claims in Elon Musk's lawsuit against the company under California's statute of limitations. Musk has announced plans to appeal; the appeal remains a process risk, but absent a new court order, the ruling reduces the immediate legal overhang over the IPO.</cite>

OpenAI's listing would also intersect with parallel public-market moves from rivals. <cite index="6-6,6-7">Anthropic is currently in talks with investors to raise money at a $900 billion valuation, which would push it ahead of OpenAI. The company said in April that it's topped $30 billion in annualized revenue.</cite> SpaceX's combined entity with xAI publicly circulated its own S-1 on May 20, 2026, setting up a concurrent trillion-dollar listing race.

Cross-references

Sources

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    The big questions OpenAI’s trillion-dollar IPO filing may finally answer | Fortune
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    OpenAI IPO 2026 — Valuation, Timeline, Revenue, and What Investors Need to Know
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    OpenAI IPO 2026: What the Confidential Filing Means | Nerd Level Tech
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    OpenAI Just Filed for IPO and the 2026 Math Is Brutal
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    OpenAI to confidentially file for IPO as soon as Friday: Source
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