QUICK ANSWER
OpenAI confidentially filed its S-1 IPO registration statement with the SEC on May 22, 2026. Goldman Sachs and Morgan Stanley are lead underwriters. The company is targeting a public debut as early as September 2026 at a valuation above $1 trillion — which would make it the largest IPO in US history. The full S-1 with financials stays sealed until roughly 15 days before the public roadshow. OpenAI is losing $1.22 for every $1 of revenue earned and projects $14 billion in net losses for 2026. Profitability is not expected until 2030.
What Happened and When
On May 20, 2026, CNBC and Axios reported that OpenAI was preparing a confidential IPO filing and could submit to the SEC within days. Bloomberg, Reuters, Fortune, and The New York Times confirmed the filing had been made on May 22. The company has not officially confirmed the filing — a spokesperson said OpenAI "regularly evaluates various strategic options" and that its focus remains on product development, which is standard boilerplate for a company in a quiet period ahead of a public offering.
A confidential IPO filing is a formal first step that allows companies to work through SEC review without immediate public disclosure. The company submits a draft registration statement — a confidential S-1 — and gets regulatory feedback before deciding whether to proceed with a public filing. For investors and developers, the practical implication is that OpenAI's detailed financials will not be publicly visible until the S-1 is flipped public, which typically happens 15–21 days before the roadshow. If September is the target listing date, the public S-1 and roadshow would likely happen in August 2026.
The timing is not coincidental. SpaceX filed its public S-1 prospectus with the SEC on May 20, the same day OpenAI's filing was reported. Axios noted that news of OpenAI's filing plan appeared timed to compete with SpaceX's IPO news cycle. Goldman Sachs, Morgan Stanley, and JPMorgan Chase are advising on both deals. Prediction market Kalshi gave OpenAI an 83% chance of beating Anthropic to public markets after the filing news broke — up from 32% before it.
The Revenue and Loss Picture
| Metric |
Figure |
Source / Date |
| Monthly revenue run rate |
~$2B/month |
Multiple outlets, May 2026 |
| Annualized revenue |
~$25B ARR (as of Feb 2026) |
Up from $20B at end of 2025 |
| 2024 net loss |
$5B |
Reported full year |
| Q1 2026 loss ratio |
$1.22 lost per $1 earned |
CMC Markets analysis |
| Projected 2026 net loss |
$14B |
CMC Markets, May 2026 |
| Projected funding gap through 2030 |
$207B |
CMC Markets estimate |
| Profitability target |
2030 (earliest) |
Analyst consensus |
| Consumer subscribers |
50M |
OpenAI reported |
The revenue growth is real and fast: $4 billion annualized at the end of 2024 to $25 billion by February 2026 is a 6x increase in roughly 14 months. Enterprise contracts now drive more than 40% of revenue and are growing faster than consumer subscriptions. The ChatGPT Ads Manager, launched May 5, crossed $100 million in annualized revenue in under six weeks.
The loss picture is equally real. Training frontier models, serving 15 billion API tokens per minute, and running the infrastructure needed for 50 million subscribers is extremely expensive. Sam Altman has outlined plans to invest up to $600 billion in computing infrastructure by 2030 — that spending is what generates the losses and what creates the asset base the IPO valuation is pricing in. Public investors will have to decide whether the path from $25B ARR to $100B ARR (Altman's stated 2027 target) is credible enough to justify a $1 trillion valuation before a profitable year has been reported.
The Structural Questions the S-1 Will Have to Answer
OpenAI restructured from a nonprofit capped-profit entity into a Public Benefit Corporation in October 2025, removing the 100x investor return cap that made a public listing legally impractical. That restructuring cleared the primary structural barrier to a listing. Three questions remain that the S-1 will have to address directly.
Microsoft relationship
The April 2026 amendment to the Microsoft partnership changed the revenue sharing and exclusivity terms significantly. The S-1 will disclose the full structure of that amended agreement, including how revenue and compute access are split. Microsoft owns a large stake and is also OpenAI's primary cloud provider — the terms of that relationship will receive intense scrutiny from public investors.
Nonprofit governance and mission
The original nonprofit entity retains some governance rights over the new PBC structure. The S-1 will need to disclose exactly what those rights are and whether they could constrain decisions public shareholders might want the company to make. The tension between a safety-focused mission and shareholder return maximization is a genuine governance risk that analysts will focus on.
Elon Musk litigation
OpenAI won the May 2026 jury verdict in Musk's lawsuit, but Musk has vowed to appeal. Any ongoing litigation is a material risk disclosure item in an S-1. The appeal timeline and any outstanding claims will need to be fully disclosed.
The IPO Timeline — What to Watch and When
| Milestone |
Timing |
What It Means |
| Confidential S-1 filed |
May 22, 2026 ✓ |
SEC review process begins; financials stay private |
| SEC feedback |
~June 2026 |
Typically 30 days after confidential filing |
| Public S-1 filed (unredacted) |
~August 2026 |
Full financials visible; 15 days min before roadshow |
| Investor roadshow |
~August/September 2026 |
Management pitches institutional investors |
| Pricing and listing |
September–November 2026 (target) |
IPO price set; shares begin trading publicly |
| Anthropic IPO (separate) |
October 2026 (Bloomberg target) |
Second AI lab IPO; no S-1 filed yet |
Frequently Asked Questions
Can I buy OpenAI stock now?
No. OpenAI shares are not publicly traded. The confidential S-1 filing begins the SEC review process but does not make shares available. Retail investors will not be able to buy OpenAI stock until after the IPO prices and shares begin trading, which is targeted for September–November 2026. Pre-IPO exposure is available through crypto derivatives (BingX, HTX offer perpetual futures), Robinhood Ventures (a $75M OpenAI fund), or AngelList's USVC fund — none of which are direct equity ownership.
Will OpenAI's IPO be the largest in history?
At a $1 trillion valuation it would be, yes. The current record is Saudi Aramco's 2019 IPO at approximately $1.7 trillion market cap at listing, though Aramco's float was small relative to its total value. A $1T OpenAI listing on a US exchange with a meaningful float would be historically significant. That said, the final valuation and float size are not yet set — the IPO price will be determined by the roadshow and market conditions at the time.
What exchange will OpenAI list on?
Not yet confirmed. The exchange (NYSE vs. Nasdaq) and ticker symbol are disclosed in the public registration statement, not the confidential filing. Multiple reports cite Nasdaq as the likely venue, but this has not been officially announced.
How does OpenAI's IPO affect ChatGPT pricing?
Public company status creates pressure to grow revenue and reduce losses at a rate that satisfies quarterly earnings expectations. Analysts have flagged the risk that post-IPO pricing pressure could lead to: subscription tier restructuring (a new lower-cost ad-supported tier, a premium tier with higher limits), reduced enterprise discounts as the company optimizes margins, and less aggressive feature releases on free tiers. None of this is confirmed — but if you rely on OpenAI API pricing for production workloads, locking in multi-year enterprise contracts before the IPO prices is worth considering.
Is Anthropic also filing for IPO?
Anthropic is targeting an October 2026 IPO per Bloomberg reporting, but has not filed a confidential or public S-1 as of late May 2026. If both OpenAI and Anthropic list in Q4 2026, it will be the first time two frontier AI labs have gone public within the same quarter — creating a direct public market comparison between the two most important independent AI companies.