OpenAI nears confidential IPO filing

OpenAI is preparing to confidentially file for a U.S. initial public offering in the coming days or weeks, according to Reuters and CNBC, with a draft prospectus that could be submitted as soon as Friday. Goldman Sachs and Morgan Stanley are working with the company on the filing, CNBC reported, citing a person familiar with the matter. The move would put the ChatGPT maker on course for one of the largest stock market debuts in recent years if it proceeds. OpenAI said in a statement to CNBC that it regularly evaluates a range of strategic options as part of normal governance. ### What exactly is being prepared now? A confidential IPO filing is the first formal step in taking a company public in the United States. Reuters reported on May 20 that OpenAI was preparing to file in the coming weeks, while CNBC said the draft prospectus could be submitted as soon as Friday, May 22. Goldman Sachs and Morgan Stanley are among the banks helping assemble that draft, according to CNBC and the Wall Street Journal reporting cited by Reuters. A confidential filing allows a company to begin discussions with the Securities and Exchange Commission without immediately making its financial statements and risk disclosures public. ### Why does the filing matter if the stock is not trading yet? The SEC review process begins once the draft registration statement is filed. That review can include rounds of comments on financial disclosures, governance, risk factors and business claims before a company launches a roadshow and prices shares. OpenAI has remained a private company through the rise of ChatGPT and the broader generative AI boom. A public filing would eventually require regular quarterly reporting, more detailed disclosure on revenue and losses, and public discussion of risks tied to products, competition and legal matters. ### Which timeline is being discussed for a listing? September has surfaced in some reports as a possible window for a market debut. TechCrunch reported that a listing could happen as early as September, though neither Reuters nor CNBC said the timing was fixed. Friday’s date matters because it would mark the earliest reported point for a confidential submission, not the public debut itself. Companies can spend weeks or months in confidential talks with regulators before publishing the prospectus and starting investor meetings. ### How large could this offering be? CNBC reported that private investors valued OpenAI at more than $850 billion. Separate market chatter has floated figures up to $1 trillion, but those numbers remain speculative and were not confirmed by OpenAI in the Reuters or CNBC reports. A valuation in that range would place OpenAI among the biggest technology listings ever attempted. Reuters said the expected filing adds to a wave of large offerings anticipated in 2026, with investors also watching for a SpaceX filing. ### What else could investors scrutinize? OpenAI’s business model, spending and product claims would face more formal examination in public markets. Quarterly filings would require the company to disclose operating results and material risks on a recurring basis. Reuters reported that OpenAI has revised its product roadmap twice in recent months amid competition from Google and Anthropic. Public investors would also weigh how the company describes demand for its models, the cost of building and running them, and any legal or governance issues that could affect growth. ### What happens next? The next visible milestone is a confidential submission to the SEC, which CNBC said could come as soon as Friday, May 22. After that, the company would need to respond to SEC comments, publicly release its prospectus before a roadshow, and work with banks including Goldman Sachs and Morgan Stanley on pricing and share allocation if it decides to proceed.