OpenAI could file confidential IPO draft May 22

OpenAI was reported this week to be preparing a confidential draft registration statement for an initial public offering, a step that would begin formal SEC review without immediately disclosing the filing to the public. TradingKey said on May 22 that the ChatGPT maker could file “as early as today” and described a possible September listing if the review process moves smoothly. CNBC, citing a source familiar with the matter, reported on May 20 that OpenAI was preparing to file “as soon as Friday.” OpenAI has not confirmed a filing date. An OpenAI representative told CNBC that the company’s focus “remains on execution,” and added that the company regularly evaluates a range of strategic options as part of normal governance. Neither Goldman Sachs nor Morgan Stanley commented to CNBC, according to the report. ### What exactly is being reported here? (tradingkey.com) TradingKey’s May 22 analysis said OpenAI was accelerating its IPO process and could confidentially submit a draft registration statement to the U.S. Securities and Exchange Commission that day. The article said the company was targeting a valuation above $1 trillion and could complete a listing by September, citing market sources. (cnbc.com) CNBC’s May 20 report matched the core claim on timing, saying OpenAI was preparing to confidentially file as soon as Friday. CNBC also said the company was working with banks including Goldman Sachs and Morgan Stanley to prepare the filing in the coming days or weeks, according to a source familiar with the plans. ### What is a confidential draft filing, and why does it matter? (tradingkey.com) The SEC said companies can submit draft registration statements for nonpublic review before an IPO, allowing them to begin the review process without immediately releasing full offering documents. The agency expanded that accommodation beyond emerging growth companies in 2017 and broadened it again in March 2025. (cnbc.com) SEC guidance says an issuer using the nonpublic review process must publicly file its registration statement and prior draft submissions at least 15 days before any roadshow, or at least 15 days before the requested effective date if there is no roadshow. That means a confidential filing would mark the start of the process, not the public debut itself. (sec.gov) ### What do we know about OpenAI’s current scale? OpenAI said on March 31 that it had closed a $122 billion funding round at an $852 billion post-money valuation. In the same announcement, the company said it was generating $2 billion in revenue per month and that the round included backing from Amazon, Nvidia, SoftBank and Microsoft, among others. (sec.gov) Microsoft said on April 27 that it had amended its partnership with OpenAI, keeping Microsoft as OpenAI’s primary cloud partner while making Microsoft’s license to OpenAI intellectual property non-exclusive through 2032. Microsoft also said it remains a major shareholder and that revenue-share payments from OpenAI to Microsoft continue through 2030, subject to a cap. (openai.com) ### What is still unconfirmed? No public S-1 or other IPO registration statement from OpenAI was visible in the reporting cited here, and a confidential draft submission would not initially appear as a public filing. The September listing window and the $1 trillion-plus valuation discussed by TradingKey rely on unnamed sources and have not been confirmed by OpenAI. (blogs.microsoft.com) OpenAI’s own public position remains limited to the statement CNBC published. That leaves the reported filing date, the listing timetable and the final underwriting lineup unconfirmed until either the company or the SEC process produces a public document. ### What happens next if the filing is real? A confidential submission would send OpenAI into SEC review, with comment letters and revisions taking place out of public view at the start. (tradingkey.com) Under SEC rules, the first public registration statement would have to appear at least 15 days before any roadshow, making that public filing the next document investors would be able to read directly. (cnbc.com) Any later prospectus would be expected to identify the offering terms, risk factors, financial statements and named underwriters. CNBC reported Goldman Sachs and Morgan Stanley are among the banks working with OpenAI on preparations, while TradingKey also named law firm Cooley in the company’s reported listing work. (cnbc.com) (sec.gov)