OpenAI completes its recapitalisation into a public benefit corporation

Background

The capped-profit model that the restructuring replaced had been created in 2019. It followed a 2025 bid by an Elon Musk-led consortium to buy the nonprofit, which OpenAI rejected.^[2]

What happened

On 28 October 2025 OpenAI completed a recapitalisation. Its for-profit arm became OpenAI Group PBC, a public benefit corporation, and the nonprofit was renamed the OpenAI Foundation.^[2] A public benefit corporation is a company form that, under its governing terms, must weigh a public purpose alongside returns to shareholders.

Key details

The OpenAI Foundation kept control of the company and held about 26%. Microsoft held about 27%, and employees and other investors held about 47%.^[2]

Microsoft said its stake was valued at about $135 billion.^[1] Under the new agreement, Microsoft's rights to OpenAI's models and products were extended through 2032.^[1]

The agreement also set out two other terms. Any declaration that AGI has been reached is to be verified by an independent expert panel.^[1] OpenAI committed to purchase an incremental $250 billion of Azure services.^[1]

Impact

The recapitalisation changed the corporate structure that sits above OpenAI's products and partnerships. The nonprofit kept control, the for-profit arm took the public benefit corporation form, and the Microsoft relationship was restated with longer rights and a large Azure commitment.^[1][2]

Corporate structure determines who can make decisions for a company and how financial returns are shared among owners. That is why the division of stakes is central to any description of the recapitalisation.

Ownership percentages are shares of the company's equity. The figures given here are approximate and were reported at the time of the recapitalisation.

Commitments such as the Azure purchase are contractual, which means they bind the company to spend a set sum with a cloud provider over the life of the agreement.

A longer rights period gives a partner more certainty about the products it can build on. The nonprofit's control over the company is what distinguishes this structure from a company owned only by its investors.