AI companies aren’t just disrupting the tech space – they’re coming for Wall Street. In this edition of Your M&A and Corporate Partner, Connie Phelps explores the recent announcement that OpenAI has filed for an initial public offering and examines how a company’s ownership structure can impact its value.
On June 8th, generative AI company OpenAI announced it had filed confidentially for an initial public offering (IPO) with the Securities and Exchange Commission, which will bring the tech company to Wall Street for the first time in its 11-year history.
Originally founded as a non-profit artificial intelligence research lab in 2015, OpenAI became a household name after launching ChatGPT in 2022. It has changed form several times, initially creating a for-profit subsidiary of its nonprofit in 2019 to better scale its developments before fully restructuring in 2025. The organizational structure now includes the OpenAI Foundation, which serves as the nonprofit, and OpenAI Group PBC, a public benefit corporation.
The OpenAI Foundation controls and holds conventional equity in the OpenAI Group, which is now one of the most highly valued private companies in the world. With the company self-valued at $852 billion after its most recent round of funding, it could be one of the largest IPOs ever released when it goes public.
Current equity holders for OpenAI include:
- 26% – The OpenAI Foundation
- 27% – Microsoft
- 47% – Current and former employees and investors
With raising funds as a major goal, and fellow tech companies SpaceX ($1.77 trillion) and Anthropic ($965 billion) also planning to go public this year, why is OpenAI not racing to the regulatory finish line?
In a statement announcing that it had filed for the IPO, OpenAI shared that “it may be a while because there are things [it wants] to do that are likely easier as a private company. But it’s a complicated set of tradeoffs and this gives [it] the option to go public sooner if that ends up being best.” Private companies face much less scrutiny and regulatory reporting requirements than their public counterparts. As soon as OpenAI lists on the stock market, its financials, products, and pipelines will all be subject to increased transparency.
With SpaceX recently going public and experts expecting Anthropic to go public in fall 2026, the market’s eyes are on OpenAI to see when it throws its hat into the publicly traded ring.
What Can Businesses Learn From This?
OpenAI’s journey to its IPO filing serves as a reminder that a company’s ownership structure functions well beyond legal formality and can actually help maximize business value, if it remains aligned with the company’s goals.
Factors such as ownership structure, shareholder involvement, and corporate governance documents can all impact a company’s valuation. As companies grow, ownership structures that supported growth in the startup stage may no longer be the best option for long-term growth. Evolving business goals, needs, and funding sources may be better supported by strategic restructuring. Business leaders should regularly evaluate their ownership structure and determine whether it best supports the company’s long-term strategic objectives, or if a change is needed to help reach the next phase of growth.
Have questions about how different ownership structures can add value to your growing company? Contact M&A and Corporate lead Connie Phelps at cphelps@berenzweiglaw.com.
DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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