OpenAI completes its restructuring

On 28 October 2025 OpenAI completed a long-planned reorganisation of its corporate structure. The non-profit that had governed the company since its founding was renamed the OpenAI Foundation and placed in control of a new for-profit entity, OpenAI Group, incorporated as a public benefit corporation. The Foundation retained formal control and, OpenAI said, about 26% of the group’s equity, a stake it valued at roughly $130bn. The change had been cleared by the attorneys general of Delaware and California, whose approval was needed and who had signalled they would not oppose it.

The restructuring resolved a tension that had run through the company since its 2019 shift to a “capped-profit” model and had been at the centre of the November 2023 board crisis: how a mission-driven non-profit could raise the tens of billions of dollars that frontier AI required while keeping control. OpenAI presented the public benefit corporation form as a way to take outside investment on ordinary terms — the earlier profit cap was removed — while binding the company to a stated mission and leaving the non-profit in charge. The Foundation announced an initial $25bn commitment, directed at health research and what OpenAI called AI resilience.

Announced the same day, a renegotiated agreement with Microsoft set the commercial terms. Microsoft’s holding was put at about 27% on an as-converted basis, worth roughly $135bn; its rights to OpenAI’s intellectual property were extended to 2032 and, for the first time, covered models developed after AGI, subject to safety conditions. OpenAI committed to buy a further $250bn of Azure services, but Microsoft gave up its right of first refusal to supply OpenAI’s compute, freeing OpenAI to use other providers. A declaration that AGI had been reached — which affects several of the agreement’s terms — would now have to be verified by an independent expert panel rather than by OpenAI alone.

Critics were not persuaded that control had genuinely stayed with the non-profit. The advocacy group Public Citizen argued the new structure subordinated the non-profit to the for-profit in substance, and noted that since 2023 there had been little visible sign of the non-profit directing the company. The restructuring nonetheless settled OpenAI’s legal form at a moment when it was among the most valuable private companies in the world.