OpenAI said Friday that in moving toward a new for-profit structure in 2025, the company will create a public benefit corporation to oversee commercial operations, removing some of its nonprofit restrictions and allowing it to function more like a high-growth startup.
"The hundreds of billions of dollars that major companies are now investing into AI development show what it will really take for OpenAI to continue pursuing the mission," OpenAI's board wrote in the post. "We once again need to raise more capital than we'd imagined. Investors want to back us but, at this scale of capital, need conventional equity and less structural bespokeness."
The pressure on OpenAI is tied to its $157 billion valuation, achieved in the two years since the company launched its viral chatbot, ChatGPT, and kicked off the boom in generative artificial intelligence. OpenAI closed its latest $6.6 billion round in October, gearing up to aggressively compete with Elon Musk's xAI as well as Microsoft, Google, Amazon and Anthropic in a market that's predicted to top $1 trillion in revenue within a decade.
Developing the large language models at the heart of ChatGPT and other generative AI products requires an ongoing investment in high-powered processors, provided largely by Nvidia, and cloud infrastructure, which OpenAI largely receives from top backer Microsoft.
OpenAI expects about $5 billion in losses on $3.7 billion in revenue this year, CNBC confirmed in September. Those numbers are increasing rapidly.
By transforming into a Delaware PBC "with ordinary shares of stock," OpenAI says it can pursue commercial operations, while separately hiring a staff for its nonprofit arm and allowing that wing to take on charitable activities in health care, education and science.
The nonprofit will have a "significant interest" in the PBC "at a fair valuation determined by independent financial advisors," OpenAI wrote.
OpenAI's complicated structure as it exists today is the result of its creation as a nonprofit in 2015. It was founded by CEO Sam Altman, Musk and others as a research lab focused on artificial general intelligence, or AGI, which was an entirely futuristic concept at the time.
In 2019, OpenAI aimed to move past its role as solely a research lab in hopes of functioning more like a startup, so it created a so-called capped-profit model, with the nonprofit still controlling the overall entity.
"Our current structure does not allow the Board to directly consider the interests of those who would finance the mission and does not enable the nonprofit to easily do more than control the for-profit," OpenAI wrote in Friday's post.
OpenAI added that the change would "enable us to raise the necessary capital with conventional terms like our competitors."
Musk's opposition
OpenAI's efforts to restructure face some major hurdles. The most significant is Musk, who is in the midst of a heated legal battle with Altman that could have a significant impact on the company's future.
In recent months, Musk has sued OpenAI and asked a court to stop the company from converting to a for-profit corporation from a nonprofit. In posts on X, he described that effort as a "total scam" and claimed that "OpenAI is evil." Earlier this month, OpenAI clapped back, alleging that in 2017 Musk "not only wanted, but actually created, a for-profit" to serve as the company's proposed new structure.
In addition to its face-off with Musk, OpenAI has been dealing with an outflow of high-level talent, due in part to concerns that the company has focused on taking commercial products to market at the expense of safety.
In late September, OpenAI Chief Technology Officer Mira Murati announced she would depart the company after 6½ years. That same day, research chief Bob McGrew and Barret Zoph, a research vice president, also announced they were leaving. A month earlier, co-founder John Schulman said he was leaving for rival startup Anthropic.
Altman said during a September interview at Italian Tech Week that recent executive departures were not related to the company's potential restructuring: "We have been thinking about that — our board has — for almost a year independently, as we think about what it takes to get to our next stage," he said.
Those weren't the first big-name exits. In May, OpenAI co-founder Ilya Sutskever and former safety leader Jan Leike announced their departures, with Leike also joining Anthropic.
Leike wrote in a social media post at the time that disagreements with leadership about company priorities drove his decision.
"Over the past years, safety culture and processes have taken a backseat to shiny products," he wrote.
One employee, who worked under Leike, quit soon after him, writing on X in September that "OpenAI was structured as a non-profit, but it acted like a for-profit." The employee added, "You should not believe OpenAI when it promises to do the right thing later."
