OpenAI, the company behind ChatGPT, confidentially filed an S-1 registration statement with the SEC on May 22, 2026. This formally begins its process of going public. CNBC reported that Goldman Sachs and Morgan Stanley are leading the deal, with the company targeting a public debut “as soon as the fourth quarter” of 2026.1 OpenAI said it is generating $2 billion in revenue per month, growing four times faster than Alphabet and Meta did at comparable stages, with enterprise now making up more than 40% of revenue and on track to reach parity with consumer by the end of 2026.2 Though CNBC also pointed out that the company is “not yet profitable.”
If you are thinking about participating in an IPO, a financial advisor can help you evaluate whether it fits your overall allocation, risk tolerance and investment timeline.
What the Confidential S-1 Filing Means
OpenAI filed a confidential draft registration statement with the SEC on May 22, 2026. It came days after a California jury, on May 18, dismissed Elon Musk’s lawsuit on statute-of-limitations grounds. The dismissal removed a significant source of legal uncertainty as OpenAI evaluates a potential public offering.
A confidential S-1 lets a company begin SEC review before making its prospectus public. What it does and does not mean:
- SEC review process begins. SEC staff review the draft filing and may issue comment letters that the company must address before moving forward with an IPO.
- No public financial disclosure yet. Audited financials, the full risk-factor section and detailed operating disclosures remain private. Under SEC rules, the registration statement must be made public at least 15 days before an IPO roadshow begins.
- No price or share count set. OpenAI has not said how many shares it will offer, at what price, or on which exchange they will trade.
- The IPO is not guaranteed. A confidential S-1 is a step toward an IPO, not a commitment to complete one. OpenAI can delay or withdraw the offering depending on market conditions or other factors.
According to The Information, CEO Sam Altman has pushed for a public listing as early as late 2026, while CFO Sarah Friar has reportedly expressed concerns that OpenAI may need additional time to complete the operational and compliance work required for a public offering. 3 OpenAI’s official position is that the offering will depend on market conditions and other factors.
OpenAI’s Valuation History and What It Would Mean for the IPO Market
OpenAI’s private-market valuation increased from roughly $86 billion in early 2024 to $852 billion in March 2026, a nearly tenfold increase in about two years.
| Date | Valuation | Capital Raised | Key Context |
| Early 2024 | ~$86 billion | N/A | Thrive-led employee tender offer 4 |
| Late 2024 | ~$157 billion | $6.6 billion | Primary round led by Thrive Capital 5 |
| October 2025 | ~$500 billion | N/A | Recapitalization and conversion to PBC 6 |
| February 2026 | ~$730B pre-money (~$840B post) | $110 billion (announced) | Amazon, Nvidia, SoftBank anchor; Stargate-linked 7 |
| March 31, 2026 | $852 billion | $122 billion | Largest private funding round in history; ~$3B sold to individuals via three banks; a16z, ARK, BlackRock, Fidelity, Sequoia, SoftBank, Thrive, T. Rowe Price among investors 8 |
| IPO target | $852B–$1 trillion+ | Not yet set | Investor and analyst estimates; OpenAI has not announced an IPO valuation target |
OpenAI’s listing would arrive alongside Anthropic, which was valued at $965 billion following its June 2026 funding round. 9 Additionally, SpaceX went public on June 12, 2026 and reached a market capitalization of approximately $2.1 trillion after its first day of trading.
Private valuations reflect terms negotiated between specific buyers and sellers, without the continuous price discovery of a public exchange. The IPO price will reflect public demand at listing, which may be above or below the private figure.
Who Has Already Invested in OpenAI
However, by the time of the IPO OpenAI’s investor base will be unusually broad for a company that has not traded publicly. The March 2026 round distributed equity across institutional, strategic and individual holders:
- Microsoft: Roughly a 27% stake, built through investments beginning in 2019, plus model and Azure rights through 2032, the largest disclosed outside shareholder and the biggest pre-IPO dilution factor for new investors. (Set at the October 2025 recapitalization, before dilution from the latest round.) 10
- SoftBank: About $30 billion, among the largest in the round, much of it tied to OpenAI’s Stargate initiative, a $500 billion plan to build U.S. data centers. 11
- Amazon: $50 billion in total, an initial $15 billion plus a further $35 billion contingent on OpenAI going public (reported as by the end of 2028) or reaching artificial general intelligence. 12
- Nvidia: About $30 billion, Nvidia has a financial and strategic interest in OpenAI’s continued GPU consumption at scale.
How to Invest in OpenAI Before and After the IPO
Access differs by accreditation status and tolerance for liquidity risk.
Retail investors today:
- ARK ETFs (ARKK, ARKW, ARKF): On March 31, 2026, ARK Invest reportedly bought about $240 million of OpenAI Group (Series C) shares across these three funds, each now holding roughly a 3% OpenAI position, the first brokerage-accessible, no-accreditation path to indirect exposure. 13 Note that buying an ARK ETF is not buying OpenAI at its private valuation; performance tracks the entire portfolio, not OpenAI’s share alone.
- Microsoft (MSFT): Roughly a 27% owner, with OpenAI technology embedded across Copilot, Azure and enterprise software, indirect exposure alongside a large, profitable enterprise business. 14
- Nvidia (NVDA): A $30 billion investor and primary GPU supplier, offering exposure to the compute layer behind OpenAI’s products. 15 The company is also a major supplier of the GPUs used to train and run OpenAI’s models, offering exposure to the computing infrastructure behind OpenAI’s products.
Some vehicles holding pre-IPO names trade far above net asset value. Destiny Tech100 (DXYZ), an exchange-traded closed-end fund, has at times traded at extreme premiums to NAV, reflecting scarce share supply, not underlying value, and leaving buyers paying a multiple of a holding’s implied private valuation. ARK’s Venture Fund (ARKVX), by contrast, is a closed-end interval fund that transacts at NAV; it has held OpenAI since 2024.
Secondary platforms such as Forge Global and EquityZen may offer access to OpenAI shares for qualified buyers (those meeting SEC net-worth or income thresholds). Liquidity is limited, minimums are high and prices may diverge from the latest primary round.
If OpenAI completes an IPO, shares will trade on a public exchange through any standard brokerage, no accreditation required. The public S-1 amendment filed before the roadshow will be the first look at audited financials, full risk factors and revised Microsoft terms. IPO shares are typically allocated to institutions during the roadshow; retail investors usually access them at or after day one. A 180-day lock-up typically restricts insiders from selling; when large tranches expire, selling pressure can weigh on the price.
Risks and Considerations for IPO Investors
If completed near reported valuation expectations, OpenAI’s IPO would be among the largest, most closely watched listings ever; the risks are significant.
| Risk | Consideration |
| Valuation and profitability | The Information reported that OpenAI lost about $1.22 per dollar of revenue in Q1 2026. At $1 trillion, it would be priced near 40 times its annualized run-rate, a multiple requiring sustained hypergrowth and an unproven path to profitability. |
| Compute cost intensity | Frontier training and inference demand massive, ongoing GPU spend. HSBC Global Investment Research estimates OpenAI may need roughly $207 billion in new financing by 2030 to meet its commitments, implying continued reliance on outside capital after an IPO. 16 |
| Competition | Counterpoint Research put Anthropic ahead on Q1 2026 global LLM revenue share (31.4% compared with OpenAI’s 29%). Google DeepMind, Meta AI, xAI and open-source models all compete for the same customers; it remains unclear which companies will maintain durable advantages in model quality, distribution, pricing and customer retention. |
| Structural transition | The capped-profit-to-PBC conversion and revised Microsoft economics add legal and governance complexity not fully visible until the public S-1. |
| Partner concentration | Microsoft, Amazon, SoftBank and Nvidia supply much of OpenAI’s capital and its cloud and chip capacity, and each also competes with OpenAI. These ties face ongoing regulatory scrutiny. |
| Lock-up expiration | A 180-day lock-up is typical; simultaneous expiry of large tranches can pressure the post-IPO price. |
| Pre-IPO access | Secondary prices may not track primary valuations, and closed-end-fund premiums to NAV can mean paying a multiple of OpenAI’s implied private value. The public S-1 will be the first verified financials. |
Competition also matters for valuation. CNBC reported that Anthropic expects roughly $10.9 billion in Q2 2026 revenue and about $559 million in operating income, which would mark its first profitable quarter, while OpenAI was still loss-making in Q1. 17 It is worth noting that Anthropic itself has said this profitability may not be sustained, as it partly reflects a ramp-up discount on its compute deal with SpaceX. With public investors evaluating both at nearly the same time, Anthropic’s profitability timeline may shape the premium markets assign OpenAI.
A financial advisor can help assess whether a high-valuation, pre-profit IPO fits your allocation and risk tolerance, weigh direct post-IPO investment against indirect exposure through Microsoft, Nvidia or ARK ETFs, and plan around lock-up expiration.
Bottom Line

OpenAI’s confidential filing marks the beginning of what could become one of the largest and most closely watched IPOs in history, but many important details remain unknown. Investors still do not have access to audited financial statements, full risk disclosures, offering terms or a final valuation, all of which will be revealed only if and when the company publicly files its registration statement. Until then, anyone considering an investment should focus on the factors that will ultimately determine OpenAI’s long-term value as a public company, including its growth rate, path to profitability, competitive position and substantial capital requirements.
Investment Planning Tips
- A financial advisor can help you evaluate whether a high-profile IPO like OpenAI fits your portfolio, assess the risks of investing at a potentially elevated valuation and determine how much exposure, if any, makes sense within your broader financial plan. Finding a financial advisor doesn’t have to be hard. SmartAsset’s free tool matches you with vetted financial advisors who serve your area, and you can have a free introductory call with your advisor matches to decide which one you feel is right for you. If you’re ready to find an advisor who can help you achieve your financial goals, get started now.
- Interested in building a more diversified portfolio? Here’s a roundup of 13 investments to consider.
Photo credit: ©iStock.com/Khanchit Khirisutchalual, ©iStock.com/Galeanu Mihai
Article Sources
All articles are reviewed and updated by SmartAsset’s fact-checkers for accuracy. Visit our Editorial Policy for more details on our overall journalistic standards.
- Rooney, Ashley. “OpenAI to Confidentially File for IPO as Soon as Friday: Source.” CNBC, May 20, 2026, https://www.cnbc.com/2026/05/20/openai-ipo-filing.html.
- OpenAI Raises $122 Billion to Accelerate the next Phase of AI. https://openai.com/index/accelerating-the-next-phase-ai/.
- Kawa, Luke. “OpenAI’s Altman and Friar Reportedly Disagree on IPO Timing and AI Compute Spending Commitments.” Sherwood News, Apr. 6, 2026, https://sherwood.news/markets/openai-altman-friar-reportedly-disagree-ipo-timing-and-ai-compute-spend-the-information/.
- Field, Rohan. “OpenAI Tender Offer Is on Track for January despite Leadership Fracas, Sources Say.” CNBC, Nov. 30, 2023, https://www.cnbc.com/2023/11/30/openai-tender-offer-on-track-despite-leadership-fracas-sources.html.
- “OpenAI Fundraising Set to Vault Startup’s Valuation to $150 Billion.” Bloomberg, https://www.bloomberg.com/news/articles/2024-09-11/openai-fundraising-set-to-vault-startup-s-value-to-150-billion.
- Capoot, Ashley. “OpenAI Completes Restructure, Solidifying Microsoft as a Major Shareholder.” CNBC, Oct. 28, 2025, https://www.cnbc.com/2025/10/28/open-ai-for-profit-microsoft.html.
- Rooney, Ashley. “OpenAI Announces $110 Billion Funding Round with Backing from Amazon, Nvidia, SoftBank.” CNBC, Feb. 27, 2026, https://www.cnbc.com/2026/02/27/open-ai-funding-round-amazon.html.
- “OpenAI Raises $122 Billion to Accelerate the next Phase of AI.” OpenAI, https://openai.com/index/accelerating-the-next-phase-ai/.
- Anthropic Raises $65B in Series H Funding at $965B Post-Money Valuation. https://www.anthropic.com/news/series-h. Accessed June 18, 2026.
- Capoot, Ashley. “OpenAI Completes Restructure, Solidifying Microsoft as a Major Shareholder.” CNBC, Oct. 28, 2025, https://www.cnbc.com/2025/10/28/open-ai-for-profit-microsoft.html.
- Brandom, Russell. “OpenAI Raises $110B in One of the Largest Private Funding Rounds in History | TechCrunch.” TechCrunch, Feb. 27, 2026, https://techcrunch.com/2026/02/27/openai-raises-110b-in-one-of-the-largest-private-funding-rounds-in-history/.
- Rooney, Ashley. “OpenAI Announces $110 Billion Funding Round with Backing from Amazon, Nvidia, SoftBank.” CNBC, Feb. 27, 2026, https://www.cnbc.com/2026/02/27/open-ai-funding-round-amazon.html.
- Blockonomi, Author: “ARK Invest Acquires $240M Worth of OpenAI Shares Across Three ETFs | MEXC News.” MEXC, Apr. 1, 2026, https://www.mexc.com/news/997089.
- Blogs, Microsoft. “The next Phase of the Microsoft-OpenAI Partnership – The Official Microsoft Blog.” The Official Microsoft Blog, Apr. 27, 2026, https://blogs.microsoft.com/blog/2026/04/27/the-next-phase-of-the-microsoft-openai-partnership/.
- Nvidia Close to Investing $30 Billion in OpenAI’s Mega Funding Round, Source Says. https://www.reuters.com/business/nvidia-close-finalizing-30-billion-investment-openai-funding-round-ft-reports-2026-02-20/.
- OpenAI Needs to Raise at Least $207bn by 2030 so It Can Continue to Lose Money, HSBC Estimates. https://www.ft.com/content/23e54a28-6f63-4533-ab96-3756d9c88bad.
- Capoot, Ashley. “Anthropic Set to Hit $10.9 Billion in Revenue during Second Quarter, Source Says.” CNBC, May 20, 2026, https://www.cnbc.com/2026/05/20/anthropic-revenue-explosive-growth-ipo-profitable-quarter.html.
