OpenAI has confidentially submitted a draft S-1 registration statement to the U.S. Securities and Exchange Commission, taking the first formal step toward a public listing that could value the company at up to $1 trillion and mark one of the most consequential IPOs in the technology sector's history.

Key Highlights

  • S-1 filed confidentially: OpenAI announced the confidential submission, noting it has "not decided on timing yet" for any debut while also telling investors separately it is targeting a listing as early as September 2026.
  • Valuation target up to $1 trillion: OpenAI was last valued at $852 billion in a March 2026 private funding round; the company is targeting a valuation of up to $1 trillion at listing.
  • Loss-making at massive scale: OpenAI is projected to burn cash at a rate that dwarfs any public company in history, with the majority of spending directed at AI infrastructure, including compute from Nvidia and data centre capacity.
  • Microsoft the largest outside investor: Microsoft holds the largest external stake in OpenAI; Amazon and Alphabet are the largest backers of rival Anthropic, which filed for an IPO one week before OpenAI.

OpenAI's confidential IPO filing gives prospective investors their first formal opportunity to buy into the company behind ChatGPT, but the question of what exactly they are purchasing deserves scrutiny. OpenAI is a for-profit corporation that has restructured from its origins as a non-profit research lab, and its path to generating returns for public shareholders runs through an extraordinarily capital-intensive business model in which the costs of training and running frontier AI models run into tens of billions of dollars annually.

OpenAI is targeting a listing as early as September 2026. Its March 2026 private round valued it at $852 billion, behind rival Anthropic at $965 billion following a $65 billion Series H in May 2026. Prediction markets assign approximately 82.5% probability that Anthropic IPOs first.

The asset investors are buying is the right to participate in OpenAI's future revenue, which comes primarily from enterprise subscriptions to ChatGPT and API access, as well as from OpenAI's new DeployCo joint venture with 19 global investment firms. Annual recurring revenue has grown to around $47 billion. However, the company has missed certain internal revenue and growth targets, and Anthropic surpassed it in private market valuation for the first time in May 2026.

Going public will require OpenAI to disclose its financial performance for the first time, including the full scope of its losses and capital expenditure commitments. Investors will be pricing a company that has never publicly reported earnings, operating in a market that is intensely competitive and regulation-sensitive. Microsoft, its largest outside investor, provides much of the infrastructure underpinning OpenAI's products. The filing describes the IPO as a "financing event" rather than a race, framing the timing as flexible rather than urgent.