OpenAI has officially announced the completion of its long-anticipated and closely watched corporate restructuring, marking its transformation into a Public Benefit Corporation (PBC).
Under the new structure, OpenAI’s former nonprofit entity has been renamed the OpenAI Foundation, which will retain control over the company’s for-profit division and hold an estimated $130 billion in equity.
According to Bret Taylor, Chairman of OpenAI’s Board of Directors, the Foundation will gain additional governance authority once the for-profit arm reaches an undisclosed “valuation milestone.”
The successful completion of this restructuring was made possible with the consent of OpenAI’s largest investor, Microsoft, which previously held approximately 32% of the company’s for-profit division prior to its latest funding round.
In a blog post released concurrently, Microsoft confirmed that following the restructuring, it now owns 27% of the new PBC entity — a stake valued at roughly $135 billion — implying that OpenAI’s for-profit arm has reached an extraordinary market valuation of $500 billion.
Tensions reportedly ran high during the drafting of a memorandum of understanding between OpenAI and Microsoft in September. At one point, Microsoft appeared to be strengthening its collaboration with Anthropic, signaling plans to integrate the Claude model into Copilot 365, a move interpreted as an attempt to reduce reliance on OpenAI. Yet the eventual agreement reflects mutual compromise between the two companies:
- Microsoft’s IP Rights: Microsoft will retain intellectual property rights to OpenAI’s models and products through 2032, including systems developed after the company’s claimed achievement of Artificial General Intelligence (AGI).
- AGI Verification: Both parties have agreed to appoint an independent panel of experts to verify any future OpenAI declarations regarding AGI attainment.
- Microsoft Relinquishes Hardware IP: Microsoft has waived its rights to intellectual property related to OpenAI’s forthcoming consumer hardware, including devices co-designed with former Apple design chief Jony Ive.
- OpenAI’s Azure Commitment: In return, OpenAI has pledged to spend up to $250 billion on Microsoft Azure cloud computing services.
- Microsoft Forfeits Cloud Priority: Microsoft will no longer hold a right of first refusal as OpenAI’s preferred cloud provider.
- Revenue-Sharing Omitted: Notably, Microsoft’s announcement made no mention of the revenue-sharing agreement that was once central to the companies’ previous investment arrangements.
Ultimately, this restructuring removes a major structural barrier that had hindered OpenAI’s potential path toward becoming a publicly traded company. Many of the organization’s long-term financial strategies hinged upon the successful completion of this transformation — and with it now achieved, one of the company’s most significant obstacles has finally been lifted.
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