OpenAI becomes a public benefit corporation; Microsoft holds about 27%

2025-10-28 · Publisher : OpenAI · Domain : Artificial Intelligence

OpenAI completes its recapitalization: its business becomes OpenAI Group PBC, controlled by the OpenAI Foundation, which holds 26%. Microsoft keeps about 27%, worth nearly $135 billion, under a new partnership agreement.

On October 28, 2025, after more than a year of negotiations and review by the Delaware and California attorneys general, OpenAI finalizes the transformation of its structure. Founded in 2015 as a nonprofit, the company had since 2019 been organized around a capped-profit subsidiary, a setup considered incompatible with its funding needs. ### What happened - **New structure**: the business becomes OpenAI Group PBC, a public benefit corporation required to pursue its mission alongside profit. The nonprofit, renamed the OpenAI Foundation, appoints its board and holds 26%, a stake valued at about $130 billion. - **Microsoft**: its stake, on a diluted basis, represents about 27%, worth nearly $135 billion. Investors and employees hold the remaining 47%. - **New agreement**: Microsoft keeps its IP rights to OpenAI's models through 2032, including after a possible AGI, which must be verified by an independent expert panel. OpenAI commits to purchase an additional $250 billion of Azure services; Microsoft gives up its right of first refusal as compute provider. OpenAI may release open-weight models meeting certain criteria. - **Conditions**: the California attorney general notably required measures to limit risks to teenagers. ### Key figures | Shareholder | Stake | Estimated value | |---|---|---| | OpenAI Foundation | 26% | about $130 billion | | Microsoft | about 27% | about $135 billion | | Investors and employees | 47% | not disclosed | ### Why it matters The recapitalization removes the main obstacle to OpenAI's fundraising and paves the way for a possible IPO. It also clarifies the relationship with Microsoft: less exclusivity, but one of the most profitable stakes in venture capital history. ### Caveats Critics, including Elon Musk in court, dispute that the public interest remains the priority when the foundation holds only a minority of the capital. ### Key takeaways OpenAI ends 2025 with a conventional corporate structure under the control of a foundation, designed to finance a compute race measured in hundreds of billions.

Tags : IA, Gouvernance, Financement, OpenAI, Microsoft