- OpenAI has completed its for-profit recapitalization and converted its for-profit arm into the OpenAI Group Public Benefit Corporation, which remains controlled by the nonprofit foundation. Under the deal, Microsoft has gained a 27% stake and retained access to OpenAI’s technology through 2032, including any AGI models verified by an independent panel. The agreement lifts long-standing capital restrictions and ends Microsoft’s exclusive cloud rights.
OpenAI and Microsoft jointly announced that they have reached a deal to complete OpenAI’s restructuring into a more traditional for-profit corporation.
As part of the deal, early investor Microsoft will get a 27% stake in OpenAI, worth around $135 billion. The tech giant will also retain access to OpenAI’s technology through 2032, including any models that reach the milestone of artificial general intelligence (AGI)—something that will now be verified by an independent expert panel. The company’s stock rose on the news, with shares up about 2% on Tuesday, pushing its market valuation past the $4 trillion mark again.
Microsoft will also retain rights to OpenAI’s research IP, defined as “confidential methods used in the development of models and systems,” until either AGI is verified or 2030, whichever comes first. However, Microsoft’s IP rights no longer include OpenAI’s consumer hardware. The company also relinquished its cloud exclusivity with OpenAI, a concession on its part, but announced OpenAI has contracted to purchase an incremental $250 billion in Azure services.
Under the deal, OpenAI will complete its corporate recapitalization and convert its for-profit arm into the OpenAI Group Public Benefit Corporation, which remains controlled by the nonprofit foundation. The AI lab has also cleared a critical regulatory hurdle, with the attorney general of Delaware announcing that her office has issued a “statement of no objection” to the proposed corporate recapitalization.
California Attorney General Rob Bonta told Fortune in a statement that his office would “not be in court opposing OpenAI’s recapitalization plan.”
“Over the last year and a half, my office has conducted a robust investigation into OpenAI’s initial plan to restructure, followed by its revised plan to recapitalize. We secured concessions that ensure charitable assets are used for their intended purpose, safety will be prioritized, as well as a commitment that OpenAI will remain right here in California,” he said.
In a statement, OpenAI chair Bret Taylor said the recapitalization was completed after nearly a year of “engaging in constructive dialogue with the offices of the attorneys general of California and Delaware,” and that the company “made several changes as a result of those discussions.”
The restructuring plan has taken nearly a year to negotiate and has reportedly been a source of tension between the two companies. The new agreement lifts a key restriction on OpenAI’s ability to raise capital, a limitation dating back to its 2019 partnership with Microsoft, which granted the tech giant extensive rights over OpenAI’s work in exchange for the costly cloud computing power needed to support it.
“The OpenAI mission—ensuring that AGI benefits all of humanity—will be advanced through both the business and the foundation,” Taylor said in a blog post announcing the deal. “The more OpenAI succeeds as a company, the more the nonprofit’s equity stake will be worth, which the nonprofit will use to fund its philanthropic work.”
