The big questions looming over OpenAI’s trillion-dollar IPO
· Fortune
OpenAI’s hotly anticipated IPO may be coming sooner than expected. Hot on the heels of co-founder Elon Musk filing for a trillion-dollar SpaceX offering, the ChatGPT maker is preparing to file its own confidential IPO paperwork, according to a report from the Wall Street Journal. The filing could pave the way for a public listing as soon as September.
The AI lab’s last private funding round valued the company at $852 billion, but the company could be valued at up to $1 trillion by the time it goes public. A $1 trillion IPO, which would closely follow SpaceX’s record-breaking listing, would be one of the largest wealth events in Silicon Valley history. It would also test whether public markets are willing to bankroll the staggering cost of the AI race and back the heavily loss-making OpenAI.
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OpenAI remains deeply unprofitable, and executives have reportedly grown concerned about whether the company could finance future compute contracts after missing internal revenue and user-growth targets. The company’s need for data centers, chips, and cloud capacity means it needs to keep spending, and investors will have to decide whether they believe the company can turn that spending into durable profits. Its debut would also set the tone for the next wave of AI listings, including OpenAI’s arch rival Anthropic, which is reportedly aiming for its own IPO later this year.
It’s unclear when exactly the company plans to file the paperwork or go public. Companies are allowed to file confidentially with the U.S. Securities and Exchange Commission and receive feedback from the regulator before making their S-1 public at a time of their choosing. But the S-1 must be published at least 15 days before the company begins its “road show” to sell its initial order book of shares to investors. That road show, in turn, usually takes place about one to two weeks before the company conducts the IPO. It has been reported that OpenAI may make its confidential filing with the SEC as soon as today.
According to The Information, the OpenAI CEO told staff this week that filing for an IPO is different from being ready to go public, and that the company would not list until it was ready.
The company’s S-1 may not arrive for weeks or even months. But whenever the filing does drop, it will certainly be a treasure trove. Here’s what investors will be looking for.
How bad is the burn?
This is the big one. OpenAI’s filing will detail exactly how much cash the company is burning on training its models, serving those models on its existing cloud computing infrastructure, building out more data center capacity, and hiring exceptionally pricey AI talent. It should also give investors some indication of whether that burn rate has been trending downwards as OpenAI’s revenues have grown and when the company can reasonably expect to turn at least an operating profit.
How investors react to those number will matter to the whole AI industry. If investors are willing to buy into a company spending at this scale, it suggests the market still has tolerance for AI’s cash bonfire. If they balk, it could make life more complicated for the next wave of AI listings, including Anthropic.
Public market investors have sometimes been willing to tolerate money-losing tech companies in the past. Amazon, Uber, and Spotify for example, were both unprofitable for years after their respective IPOs. WeWork, on the other hand, had to pull its IPO over investors learned how deeply unprofitable the company was. Two years later, WeWork filed for bankruptcy.
Who stands to gain from the IPO?
OpenAI has an infamously complex structure. Founded as a non-profit, the company finalized its transition into a for-profit public benefit corporation in October 2025.
Microsoft owns roughly 27% of OpenAI’s new public benefit corporation structure, while the OpenAI Foundation owns 26%. Current and former employees and other investors hold the rest.
A $1 trillion listing would turn those stakes into enormous wealth. Microsoft’s stake alone would be worth roughly $270 billion before dilution, while the nonprofit foundation’s stake would be worth roughly $260 billion. OpenAI president Greg Brockman has already testified that his holdings are worth nearly $30 billion, a figure that could rise to roughly $35 billion at a trillion-dollar valuation.
The filing should also give a much clearer picture of the company’s ownership structure, including how much equity is held by insiders, employees, and investors.
What is Sam Altman’s stake and compensation?
There have been persistent questions hanging over Altman’s stake in OpenAI. OpenAI’s CEO previously said he did not directly own equity in the company, though he recently clarified in court that he has a passive stake through Y Combinator.
If Altman has received equity or a new compensation package under OpenAI’s public benefit corporation structure, the S-1 should spell that out as well. It should also show how much he is paid and any performance awards.
What does it cost to serve OpenAI’s models?
Revenue growth is only half the story for OpenAI; there are also questions around what the company spends to generate that revenue and what its so-called “unit economics” are.
In other words: for every token the company serves to a user, how much is it costing it to produce that token? If the S-1 gives any meaningful window into model-serving costs, it could help shed light on whether these products can become truly profitable at scale.
That question is especially important because generative AI does not have the same economics as traditional software. While SaaS products often have relatively low marginal costs per additional user, AI systems incur compute costs every time they generate a response. As usage of tools like ChatGPT, Codex, and APIs grows, providers must scale GPU infrastructure, although efficiency gains and model optimization can reduce the cost per request over time.
How much is spent on compute vs. talent?
OpenAI’s S-1 should also show how its spending breaks down. How much is going toward compute, cloud contracts, chips, and data centers? How much is going toward salaries for some of the most expensive technical talent in the world?
OpenAI has used equity to recruit and retain some of the most sought-after technical talent in the world. The filing should also show how much stock-based compensation it is issuing, how much dilution existing shareholders face, and how much employee wealth is already baked into the company.
What is the revenue mix?
The Information recently reported that OpenAI generated nearly $6 billion in revenue in the first quarter alone, helped in part by rapid adoption of its popular coding tool, Codex. The S-1 should spell out exactly where that revenue is coming from.
How much is ChatGPT subscriptions? How much is enterprise? How much is API usage? How much is coding products like Codex?
Different revenue streams will give a clearer picture of OpenAI’s customer base. Lots of enterprise revenue may make OpenAI look more durable, while heavy reliance on consumer subscriptions or usage-based API spending could raise questions about churn and margins.
What risks does OpenAI identify?
The risk section could be unusually revealing. OpenAI will likely have to address standard IPO questions such as competition, customer concentration, dependence on partners, and the need for huge amounts of capital.
But OpenAI isn’t just facing standard problems. The company’s own executives have repeatedly acknowledged that their technology might just wipe out all of humanity, help people construct bioweapons, and orchestrate massive coordinated cyberattacks.
The company is also facing a wave of lawsuits over the psychological harms of its technology. OpenAI may have to address everything from national security concerns to psychological risks to the possibility that governments impose much stricter rules on frontier AI systems.
This story was originally featured on Fortune.com