OpenAI Says the Nonprofit Still Controls the Company. The For-Profit Is Now a PBC.

OpenAI’s own posts describe a nonprofit that still controls a for-profit, and a for-profit that is now a public benefit corporation. A plan, a stake “that would exceed $100 billion,” and the closing figures are three documents. They do not print the same dollar amount.

This page is the receipt. The founding language is OpenAI and ChatGPT. The November 2023 weekend is the board crisis. The lawsuit’s allegations about the mission are Musk v. Altman. Mr. Musk’s company is xAI. OpenAI’s letter spells a different lab “X.ai” as an example of a public benefit corporation. That spelling is not the SpaceX acquisition.

May 5, 2025: a plan

Evolving OpenAI’s structure, dated May 5, 2025, says the board has an updated plan. The nonprofit will continue to oversee and control the company. The for-profit LLC, under the nonprofit since 2019, will transition to a public benefit corporation that has to consider both shareholders and the mission. The nonprofit will control the PBC and also be a large shareholder. The mission stays the same.

Bret Taylor’s note says the decision to retain nonprofit control followed dialogue with the offices of the attorneys general of Delaware and California. Sam Altman’s letter says, “This is not a sale, but a change of structure to something simpler.” It says the capped-profit structure made sense when it looked like there might be one dominant AGI effort, and that the company is moving to a normal capital structure where everyone has stock. It says operating the services “currently requires hundreds of billions of dollars and may eventually require trillions of dollars.” It names Anthropic and “X.ai,” and Patagonia, as examples of public benefit corporations.

Label: A plan, dated May 5, 2025. “Will transition” is not “has closed.” The hundreds of billions and the trillions are Altman’s letter. They are not the October equity figures. “X.ai” is the letter’s example. It is not xAI’s combination with SpaceX.

September 11, 2025: a stake that “would exceed $100 billion”

Bret Taylor’s statement of September 11, 2025 still speaks in the future tense. The planned evolution “will see” the nonprofit both control a PBC and share in its success. The nonprofit “remains one today.” The equity stake, “as previously announced and as outlined in our non-binding MOU with Microsoft,” “would exceed $100 billion.” The nonprofit has launched a call for applications for the first wave of a $50 million grant initiative, in AI literacy, community innovation, and economic opportunity.

Label: The September 11 statement. “Would exceed $100 billion” is not the October page’s $130 billion, and the $50 million grants are not that stake. “Non-binding MOU” is the statement’s description of the Microsoft outline. It is not the October 28 definitive agreement.

October 28, 2025: the company says it closed

Built to benefit everyone, by Bret Taylor, chair, dated October 28, 2025, says OpenAI “has completed its recapitalization.” The nonprofit, now the OpenAI Foundation, “holds equity in the for-profit currently valued at approximately $130 billion.” The for-profit “is now a public benefit corporation, called OpenAI Group PBC.” The Foundation controls it. The post says the Foundation will initially focus on a $25 billion commitment, in two areas: health, and technical solutions for AI resilience. It says the recapitalization followed nearly a year of dialogue with the attorneys general of California and Delaware, and that several changes were made as a result.

That post does not print a percentage. The percentage is a different page.

Our structure says that, as of the closing, the Foundation holds a 26 percent equity stake, “worth approximately $130B based on OpenAI Group’s current valuation.” It also holds a warrant for additional shares if a valuation milestone is hit. The page says that if the share price “increases greater than tenfold after 15 years,” the Foundation receives significant additional equity. It says Microsoft holds roughly 27 percent, and that the remaining 47 percent is held by current and former employees and investors.

The same page lists the Foundation board: Bret Taylor (chair), Adam D’Angelo, Paul Christiano, Dr. Sue Desmond-Hellmann, Dr. Zico Kolter, Retired U.S. Army General Paul M. Nakasone, Adebayo Ogunlesi, Nicole Seligman, David Vélez, Robin Vince, and CEO Sam Altman. It says the Foundation appoints all members of the OpenAI Group board and can replace them. Dr. Kolter chairs the Safety and Security Committee, serves exclusively on the Foundation board, and is a non-voting observer of the Group board. Every other current Foundation director also serves on the Group board. Within one year of the recapitalization, a second Foundation director will also move to an exclusive Foundation seat and a non-voting Group observer role.

Label: OpenAI’s structure page, for the 26 percent, the $130 billion, the warrant, the 27 percent, the 47 percent, and the board list. Mr. Musk’s name is not on that list. The page prints 26, roughly 27, and the remaining 47. This page does not add them into a new total. “Approximately $130B” is the structure page’s valuation of the 26 percent. It is not a price this desk observed.

Microsoft’s post, the same day, prints $135 billion

The next chapter of the Microsoft–OpenAI partnership, also dated October 28, 2025, says Microsoft supports the formation of the PBC and the recapitalization. It says that following the recapitalization, Microsoft holds an investment “valued at approximately $135 billion,” representing roughly 27 percent on an as-converted diluted basis, inclusive of employees, investors, and the Foundation. Excluding the impact of recent funding rounds, it says Microsoft held a 32.5 percent stake on an as-converted basis in the for-profit.

The same post says OpenAI has contracted to purchase an incremental $250 billion of Azure services, and that Microsoft will no longer have a right of first refusal as the compute provider. It says that once OpenAI declares AGI, an independent expert panel will verify the declaration. Microsoft’s IP rights for models and products are extended through 2032. Research IP runs until the panel verifies AGI or through 2030, whichever is first.

Label: That post. $135 billion is not the structure page’s $130 billion. Roughly 27 percent appears in both. The 32.5 percent is the post’s figure after it excludes recent rounds. The $250 billion Azure contract is not the Foundation’s $25 billion commitment. The $100 billion line is still the September statement. Three dollar figures, three documents.

What this page does not confirm

• That the May 5 letter was the closing. The closing post is October 28. The letter says “will transition.”
• One valuation. September says the stake would exceed $100 billion. October 28’s Foundation post says approximately $130 billion. The Microsoft post says approximately $135 billion for Microsoft’s stake, not for the Foundation’s.
• A court finding that the new structure does, or does not, match the 2015 nonprofit. Musk v. Altman is the complaint’s allegations. This page is the company’s later description of its own chart.
• That “X.ai” in the May letter is the company SpaceX acquired. The letter is listing PBC examples.

On the map

OpenAI and ChatGPT is the origin. The board crisis is November 2023. Musk v. Altman is the case. xAI is his lab. Who owns X, xAI, and SpaceX is a different cap table.

Sources

Checked October 20, 2026.