OpenAI Has Confidentially Submitted a Draft S-1 to the SEC
Preparing its IPO
By Philippe Nicolas | June 16, 2026 at 2:01 pmBlog written by OpenAI published June 8, 2026
We recently submitted a confidential S-1.
We expect it to leak so we’re just announcing it. We have not decided on timing yet; it may be a while because there are things we want to do that are likely easier as a private company. But it’s a complicated set of tradeoffs and this gives us the option to go public sooner if that ends up being best.
This announcement is being made pursuant to Rule 135 under the Securities Act of 1933, as amended, and does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
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OpenAI submitted a confidential S-1 registration statement to the SEC on or around May 22, 2026, with the filing publicly confirmed by the company on June 8, 2026, in a blog post acknowledging the submission illustrated above. Goldman Sachs, Morgan Stanley, and JPMorgan are leading the offering, with a targeted listing window between September and November 2026. The timing follows rival Anthropic's June 1, 2026, confidential filing at a reported $965B valuation, and SpaceX's IPO roadshow at roughly $1.75T, making this a once-in-a-generation cluster of frontier-tech listings. The OpenAI filing landed two days after a jury dismissed Elon Musk's lawsuit against the company on statute-of-limitations grounds, removing the most visible legal obstacle to going public. OpenAI was last valued at approximately $852B in a March 2026 round, and several analyses peg the IPO valuation above $850B with potential to stretch toward $1T, which would rank the deal among the largest tech IPOs in history. CFO Sarah Friar has publicly stated that the company has been "acting with the good hygiene of a public company" for months, and that OpenAI's current valuation would place it among the 15 largest companies in the S&P 500.
The structural and financial picture behind the offering is unusual by traditional IPO standards. The for-profit arm is now OpenAI Group PBC, a public benefit corporation created in the October 28, 2025, recapitalization and controlled by the OpenAI Foundation, which holds a 26% stake plus a warrant; Microsoft holds roughly 27%; current and former employees and investors hold the remaining 47%. Revenue has reportedly grown 12x in two years to roughly $24B annualized, but gross margins sit near 33%, well below typical software companies at IPO, and the company expects to lose approximately $14B in 2026 and not turn cash-flow positive until 2030, against compute commitments estimated at $600B through the decade. An analysis of OpenAI's 2025 and 2026 financials calculates that the company loses roughly $1.22 for every dollar of revenue earned, while the renegotiated Microsoft revenue-share agreement caps total payments at $38B through 2030, down from a prior trajectory of approximately $135B. Risk factors stack up beyond economics: ChatGPT's app market share has reportedly slid from 69% to 45% in a year as Gemini and Grok have closed ground, and OpenAI was hit with a multistate probe into possible user harm just days after the filing. As a confidential filing, the full S-1, with audited financials, will not be released until OpenAI elects to make it public, typically a few weeks before the actual listing, leaving public investors to weigh trajectory, governance under a Foundation-controlled board, and the AI capex bet against a price tag few software companies have ever carried into a debut.
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