OpenAI Restructures: Non-profit Controls For-profit, Microsoft Invests $135 Billion
A new structure tethers OpenAI's $135 billion commercial ambition to a non-profit mission for humanity.
October 28, 2025

In a landmark move that reshapes the landscape of the artificial intelligence industry, OpenAI has finalized a sweeping corporate restructuring, establishing a new for-profit public benefit corporation under the control of a non-profit foundation. This reorganization solidifies the company’s long-term strategy and formalizes a significant investment from its primary partner, Microsoft, which now holds a 27 percent stake in the newly formed entity. The deal, which values the AI powerhouse at approximately $135 billion, aims to provide OpenAI with a more traditional and stable structure to attract the massive capital required for developing advanced AI while attempting to tether its commercial ambitions to its original mission of ensuring artificial general intelligence benefits all of humanity.
The core of the new arrangement is a simplified two-part structure that replaces OpenAI’s previous, more complex capped-profit model.[1][2] A for-profit entity, now named OpenAI Group PBC, will house the company's research and product development, including its flagship models and services like ChatGPT.[3][4] This entity is wholly controlled by a non-profit parent organization, the OpenAI Foundation, which holds the ultimate authority over the company’s direction and governance.[3][5][4] The Foundation appoints all members of the for-profit's board of directors, ensuring that the company’s original mission remains its guiding principle.[5][4] As part of the recapitalization, the OpenAI Foundation itself has been endowed with an equity stake in the for-profit arm valued at around $130 billion, positioning it to become one of the most well-funded philanthropic organizations in the world.[3][6] This financial linkage is designed to ensure that as the commercial entity grows, so too will the resources available to the foundation for its altruistic goals, which are slated to initially include a $25 billion commitment toward accelerating health breakthroughs and addressing AI safety risks.[7][4][8]
Central to this restructuring is the newly defined partnership with Microsoft, which has been a pivotal backer of OpenAI since its initial investment in 2019.[9] The tech giant’s stake is now formally recognized at 27 percent, valued at about $135 billion.[10][3][6] In return for its investment, Microsoft’s partnership with OpenAI is extended through 2032, preserving its exclusive rights to OpenAI's intellectual property and its position as the exclusive Azure API provider for its frontier models.[3][11][12] The deal also includes a massive new commitment from OpenAI to purchase an additional $250 billion in Azure cloud computing services, further cementing the deep technological and financial integration between the two companies.[10][3][11] However, the revised pact introduces notable changes that grant both entities greater autonomy. Microsoft will no longer hold the right of first refusal as OpenAI's compute provider, giving the AI lab more flexibility as its computational needs continue to scale exponentially.[10][3][11][12]
Perhaps the most significant long-term implication of the new agreement lies in how it reframes the pursuit of artificial general intelligence, or AGI. The updated terms provide both OpenAI and Microsoft with the independence to pursue AGI development separately or with other partners, a crucial shift from their previously intertwined path.[3][13][12] Critically, the agreement introduces a new safeguard for the monumental milestone of achieving AGI. While OpenAI’s board previously held the sole power to declare when AGI had been reached, any such declaration must now be verified by an independent expert panel.[3][2][14][11] This change establishes a new standard of external oversight for a technological breakthrough that many believe will have transformative effects on society. The restructuring also grants OpenAI new freedoms, including the ability to develop certain products with third parties and to serve some offerings on other cloud providers, signaling a strategic move to broaden its ecosystem beyond Microsoft's exclusive domain.[3][12]
In conclusion, OpenAI's reorganization into a public benefit corporation controlled by a well-funded foundation marks a pivotal evolution in its journey from a non-profit research lab to a global AI leader. The move creates a more durable corporate structure designed to fuel the capital-intensive race to build more powerful AI, while the foundation’s oversight provides a novel governance model aimed at upholding its core mission. By formalizing Microsoft’s substantial stake and simultaneously granting both companies greater independence, the deal both solidifies a crucial industry alliance and opens new, divergent paths toward the development of AGI. This landmark restructuring not only clarifies OpenAI's future but also sets a compelling, and potentially controversial, precedent for how the immense power and profits of artificial intelligence will be managed and governed in the years to come.