OpenAI has confidentially submitted a draft Initial Public Offering (IPO) prospectus to the U.S. Securities and Exchange Commission (SEC), advancing toward what could become one of the largest public market debuts in history. <cite index="9-2,9-3">The company filed its S-1 IPO prospectus with the SEC on Friday May 22, 2026, targeting a Q4 2026 public listing at a valuation between $852 billion and $1 trillion, with Goldman Sachs and Morgan Stanley leading the deal.</cite>
Filing structure and timeline
A confidential filing allows issuers to begin SEC review without immediate public disclosure. <cite index="6-9">Under SEC rules, the draft registration statement and its amendments must be filed publicly at least 15 days before the company begins its IPO roadshow.</cite> <cite index="6-15">OpenAI and its bankers are reportedly aiming for a listing window between Labor Day and Thanksgiving 2026, with CEO Sam Altman said to favor a September debut.</cite>
<cite index="1-4">An OpenAI representative said in a statement that the company's focus "remains on execution."</cite> The company has not publicly confirmed a specific timeline for the offering.
Valuation and financial profile
OpenAI's last private financing established a baseline well below the reported IPO target. <cite index="6-26">On March 31, 2026, the company closed the largest private funding round on record — $122 billion — at an $852 billion post-money valuation.</cite> <cite index="4-13">The AI lab's last private funding round valued the company at $852 billion, but the company could be valued at up to $1 trillion by the time it goes public.</cite>
Reported operating metrics include <cite index="9-15">roughly $2 billion per month in revenue, an annualized $25 billion run rate by March 2026, and 50 million consumer subscribers plus 9 million business users</cite>. The cost side remains substantial: <cite index="5-24">OpenAI is on the hook for roughly $600 billion in compute over five years, spanning semiconductors and data centers.</cite> <cite index="5-22">Full-year 2025 actual revenue came in near $13.1 billion</cite>, well below those forward commitments.
Musk litigation cleared
The filing follows the resolution of a major legal overhang. <cite index="12-2">A California jury on May 18, 2026 unanimously dismissed Elon Musk's lawsuit against OpenAI and Sam Altman on the grounds that Musk had failed to file a claim within the statute of limitations, delivering a major legal victory for the AI company.</cite> <cite index="10-5,10-6">The verdict was advisory, but Judge Yvonne Gonzalez Rogers said she agrees with the jury. "The court now confirms the prior indication that it would accept the jury's findings as its own," Rogers said.</cite>
<cite index="10-14">Musk sued CEO Sam Altman, company president Greg Brockman, and OpenAI in February 2024, alleging that they "stole a charity" and unjustly enriched themselves when they shifted to a structure that includes a for-profit arm.</cite> <cite index="11-16,11-17">Musk also sued Microsoft for aiding OpenAI through investments totaling $13 billion between 2019 and 2023. That claim was also dismissed.</cite> <cite index="10-20">Musk's lead attorney, Marc Toberoff, said at a press conference after the verdict that they plan to appeal.</cite>
Competitive context
The filing arrives alongside parallel public-market preparations by rivals. <cite index="3-14">Anthropic has indicated it is targeting an October 2026 IPO, potentially at a valuation above $900 billion based on its current funding round.</cite> Elon Musk's SpaceX, which has merged with xAI, is pursuing its own offering on a similar timeline, with several of the same underwriting banks involved in both processes.