OpenAI to Confidentially File IPO Draft Friday: Sources

OpenAI (private) is preparing to confidentially file a draft registration statement with the U.S. Securities and Exchange Commission as soon as Friday, people familiar with the matter said. If the timeline holds, the filing would initiate what bankers expect to be the largest public market debut in history.

The move comes days after a federal jury rejected Elon Musk’s lawsuit against the company and its chief executive Sam Altman — a verdict that removed the most immediate obstacle to a public listing. Goldman Sachs (GS) and Morgan Stanley (MS) have been tapped as lead underwriters, people briefed on the plans told CNBC. A confidential SEC review typically runs several weeks before a public S-1 and investor roadshow follow.

“It started with the lawsuit. And now filing the IPO, that’s a great one-two punch to start to put water on the negative fire that’s been on them,” Dan Ives, managing director at Wedbush Securities, told CNBC.

Judge Yvonne Gonzalez Rogers adopted the advisory jury’s verdict on May 18. After a three-week trial in Oakland, jurors concluded Musk waited too long to sue over OpenAI’s conversion from a nonprofit to a capped-profit structure. Before the ruling, OpenAI had signalled it would not file until the fourth quarter. The confidential submission arriving two days after the verdict suggests the litigation was the binding constraint on the calendar.

The underwriting mandates

For Goldman Sachs and Morgan Stanley, the dual OpenAI-plus-SpaceX mandates add up to what bankers describe as the richest underwriting double-mandate on record. SpaceX filed its own S-1 on May 20, disclosing a $1.25 trillion valuation target and $18.67 billion in 2025 revenue.

Goldman has the lead-left slot on SpaceX and co-lead on OpenAI; Morgan Stanley holds senior roles on both. The market was already factoring in the fee windfall on Wednesday. Goldman Sachs shares rose 5.01 per cent and Morgan Stanley gained 4.07 per cent in New York, each outpacing the S&P 500 financials index. Bankers estimate the combined fee pool from the two listings could top $2 billion. The 2012 Meta Platforms debut, which generated $1.2 billion in fees, had held the record for 14 years.

The pricing question

OpenAI’s most recent private funding round, a $122 billion raise led by SoftBank that closed in March 2026, valued the company at $852 billion. Total capital raised from investors now exceeds $180 billion. The company also ran a $6.6 billion employee secondary share sale in October 2025, allowing staff to sell vested equity and easing retention pressures at the eight-year-old firm.

Whether the IPO can price above the $852 billion private valuation is the central debate among public-market investors. The confidential filing will not disclose a target valuation or share count until the S-1 becomes public.

The filing drops into the busiest year for initial public offerings on record. Cerebras Systems went public on May 14 at a market capitalisation near $100 billion. Anthropic is exploring a listing near $900 billion, though Semafor reports its timeline is less advanced. On prediction market Kalshi, traders give OpenAI an 83 per cent chance of going public before Anthropic, up from 50 per cent before the Musk verdict. Quantinuum and Lime have also filed, making the 2026 technology pipeline the deepest since the dot-com era.

The governance puzzle

The company’s corporate structure is a live question for public-market investors. OpenAI operates as a capped-profit entity governed by a nonprofit board, with investor returns limited to 100 times their capital contribution. How that model squares with the fiduciary obligations of a public company — and whether the SEC will require structural changes before listing — will define the review process.

Unlike a standard Delaware corporation, OpenAI’s charter directs the board to prioritise the mission over shareholder returns. Institutional investors including T. Rowe Price and Capital Group have raised the issue in pre-IPO discussions, according to people familiar with the talks.

“As part of normal governance, we regularly evaluate a range of strategic options. Our focus remains on execution,” an OpenAI spokesperson told CNBC.

Once the confidential filing is submitted, SEC staff will examine the draft and issue comment letters. Resolving those typically takes four to eight weeks. After that, OpenAI would file a public S-1, begin a multi-week investor roadshow, and price the offering. CFO Sarah Friar said in April that the company plans to allocate a portion of shares to retail investors through platforms including Robinhood, which could broaden demand beyond the institutional base.

If the timeline stays on track, OpenAI could begin trading before the end of the northern summer, beating SpaceX to the tape. The debut would set the valuation floor against which Anthropic and the rest of the AI pipeline are priced.