OpenAI has finalised its long-awaited recapitalisation, formally transitioning into a dual-entity structure that places its for-profit operations under the control of a newly established non-profit foundation.
This is the conclusion of a complex legal overhaul that attracted investigations from regulators and strong opposition from co-founder Elon Musk.
Under the new arrangement, the OpenAI Foundation assumes legal authority over OpenAI Group, a public benefit corporation with full freedom to raise funds, form partnerships, and acquire companies.
The Foundation now holds a 26% ownership stake, alongside a warrant for additional shares as the company grows. Microsoft retains approximately 27%, valued around $135 billion, while employees and other investors share the remaining equity.
In a statement announcing the change, OpenAI Chairman Brett Taylor said:
“We believe that the world’s most powerful technology must be developed in a way that reflects the world’s collective interests. The close of our recapitalisation gives us the ability to keep pushing the frontier of AI, and an updated corporate structure to ensure progress serves everyone.”
The Foundation’s first initiative is a $25 billion commitment to two focus areas: advancing global health innovation and strengthening AI resilience. The health programme aims to fund research and open-source datasets to accelerate medical breakthroughs.
Meanwhile, the AI resilience plan seeks to develop systems that protect critical sectors, such as energy, healthcare, and finance, from emerging risks tied to artificial intelligence.
The recapitalisation, completed after nearly a year of negotiations with regulators in California and Delaware, was influenced by legal reviews and recommendations from both states’ attorneys general. “We made several changes as a result of those discussions and we believe OpenAI, and as a result, the public we serve, are better for them,” Taylor added.
For Microsoft, this restructuring enhances its long-term collaboration with OpenAI. A company blog confirmed that the deal extends Microsoft’s intellectual property rights to OpenAI models until 2032. Should OpenAI declare that it has achieved artificial general intelligence (AGI), an independent expert panel will be tasked with verifying that achievement.
Before the overhaul, OpenAI operated as a capped-profit company within a non-profit framework, a model that became increasingly unsustainable as its goal expanded.
Reports reveal that SoftBank’s $30 billion investment hinged on OpenAI’s conversion into a for-profit entity, a move that paved the way for the company’s current valuation surge.
OpenAI CEO Sam Altman has announced a public livestream alongside Chief Scientist Jakub Pachocki to discuss the implications of the restructure and answer questions. The event is scheduled to begin at 10:30 a.m. Pacific Time.
Through the OpenAI Foundation, the company has become one of the best-resourced philanthropic organisations globally, with its mission to ensure that AGI benefits all of humanity firmly at the centre of its operations.
The for-profit and non-profit arms are expected to work in tandem, advancing commercial growth while driving ethical and societal impact on a global scale.
