The Filing That Wall Street Has Been Waiting For
On June 8, 2026, OpenAI Inc. submitted its Form S-1 registration statement to the U.S. Securities and Exchange Commission, formally initiating the process of becoming a publicly traded company. The filing, which had been anticipated since the company restructured from a nonprofit to a for-profit entity in late 2025, confirms that OpenAI is pursuing a valuation in the range of $1 trillion, a figure that would place it among the ten most valuable companies on Earth the moment it begins trading.
Goldman Sachs, Morgan Stanley, and JPMorgan Chase are serving as joint lead bookrunners, with an additional syndicate of twelve underwriters including Citigroup, Bank of America, and Barclays. The offering is expected to raise between $40 billion and $50 billion in primary capital, proceeds that OpenAI intends to deploy toward expanding its compute infrastructure, funding research into artificial general intelligence, and retiring a portion of the convertible debt issued to Microsoft over the past three years. The earliest expected listing date is September 2026, according to two people briefed on the timeline who spoke on condition of anonymity because the deliberations are private.
Inside the Numbers: What OpenAI's Financials Reveal
The S-1 filing provides the most detailed public look at OpenAI's financial condition since the company's founding in 2015. For the fiscal year ending December 31, 2025, OpenAI reported revenue of $34.2 billion, a 186% increase from $12 billion in 2024. The company's annualized run rate as of May 2026 stands at $41 billion, driven primarily by ChatGPT Enterprise subscriptions, API usage fees from developers, and a rapidly growing licensing arrangement with Microsoft for embedding OpenAI models into Office, Azure, and Bing products.
Despite the topline growth, profitability remains elusive. OpenAI posted a net loss of $5.1 billion in 2025, narrowing from a $7.8 billion loss in 2024. Operating expenses totaled $39.3 billion, with the largest single line item being compute costs at $18.6 billion. The company disclosed that it expects to reach operating profitability by the fourth quarter of 2026, contingent on continued revenue growth and a planned reduction in inference costs following the deployment of its next-generation chip architecture co-developed with Broadcom.
"OpenAI's revenue trajectory is extraordinary by any historical benchmark," wrote Goldman Sachs analyst Eric Sheridan in a preliminary research note distributed to institutional clients on June 9. "But a $1 trillion valuation implies the market is pricing in sustained 60% annual revenue growth for the next five years and operating margins exceeding 35% by 2030. Those are aggressive assumptions for a company that has never posted an annual profit."
The Anthropic Problem: A Rival Filing at the Same Doorstep
OpenAI is not the only frontier AI lab pursuing a public listing this year. Anthropic, the San Francisco-based company founded by former OpenAI executives Dario and Daniela Amodei, filed its own S-1 on June 1, thirteen days before OpenAI. Anthropic is seeking a valuation of $965 billion, just below the trillion-dollar threshold, and its financials tell a strikingly different story.
Anthropic reported 2025 revenue of $47 billion, exceeding OpenAI's top line by 37%, with approximately 80% derived from enterprise contracts rather than consumer subscriptions. The company expects to report its first profitable quarter in Q2 2026, with projected revenue of $10.9 billion and net income of $559 million. That path to profitability, achieved two quarters ahead of OpenAI's target, has given Anthropic's bankers at Lazard and Evercore a compelling narrative to pitch to investors.
The two filings within the same month have created what bankers are calling the "AI IPO race," a competition for capital that could determine which company secures the more favorable valuation multiple. "There is a finite pool of money allocated to AI exposure," said Kathleen Smith, principal at Renaissance Capital, which tracks IPO markets. "When two companies of this size file within weeks of each other, investors will compare them side by side, and that comparison may compress the valuation of one or both."
Regulatory Headwinds: At Least Ten States Are Investigating
Complicating OpenAI's path to market is a multi-state regulatory investigation that could delay or reshape the offering. The attorneys general of at least ten states, including California, New York, Illinois, Massachusetts, and Texas, have opened or joined investigations into OpenAI's data practices, safety protocols, and the circumstances of its transition from nonprofit to for-profit status.
The California Attorney General's office issued a civil investigative demand to OpenAI on May 22, seeking documents related to the company's training data sourcing, its compliance with the California Consumer Privacy Act, and internal communications about the board's decision to convert the company's corporate structure. A spokesperson for the New York AG confirmed that the office is "examining potential consumer protection and antitrust implications" of the IPO but declined to provide specifics.
OpenAI disclosed the investigations in the risk factors section of its S-1, noting that "adverse outcomes in these proceedings could result in fines, operational restrictions, or changes to our corporate structure that could materially affect our business and the value of our securities." Legal analysts say the investigations are unlikely to block the IPO outright but could require OpenAI to set aside reserves or accept conditions that reduce its effective valuation.
"Regulatory risk is the single biggest variable in this deal," said securities attorney Margaret Tahyar of Davis Polk & Wardwell. "The SEC will require full disclosure of all pending investigations, and sophisticated investors will discount the valuation accordingly. The question is by how much."
Microsoft's Shadow: The $13 Billion Backstop
No analysis of OpenAI's IPO is complete without examining the company's relationship with Microsoft, which has invested $13 billion in OpenAI since 2019 and holds a complex web of revenue-sharing agreements, licensing deals, and convertible instruments. Under the terms of their partnership, Microsoft is entitled to 49% of OpenAI's profits until it recoups its investment, after which the revenue share drops to 20%. Microsoft also holds an exclusive license to deploy OpenAI's models in its commercial cloud products through 2030.
The S-1 filing reveals that Microsoft accounted for 32% of OpenAI's total revenue in 2025, a concentration risk that several analysts flagged. "OpenAI's single largest customer is also its largest shareholder and its primary compute provider through Azure," noted Bernstein analyst Mark Moerdler. "That level of vertical integration creates conflicts of interest that public market investors will need to evaluate carefully."
Microsoft CEO Satya Nadella has publicly endorsed the IPO, stating at a June 10 press briefing that "OpenAI going public is a natural next step that will provide the capital and transparency needed to continue advancing AI for the benefit of everyone." Behind the scenes, however, Microsoft has negotiated protections in the S-1 that preserve its board observer rights and guarantee continued access to OpenAI's models through at least 2032, regardless of any change in control.
The $1 Trillion Question: Is the Valuation Justified?
At $1 trillion, OpenAI would be valued at roughly 24 times its 2025 revenue, a multiple that is high by traditional standards but not unprecedented in the context of high-growth technology companies. When Google went public in 2004, it traded at 22 times revenue. Facebook's IPO valued the company at 26 times revenue. Both companies went on to justify and exceed those valuations, but both were also profitable at the time of their offerings.
The bear case rests on several pillars. First, the competitive landscape has shifted dramatically since ChatGPT's launch in November 2022. Google's Gemini, Anthropic's Claude, Meta's Llama, and a wave of open-source models have eroded OpenAI's technical moat. Second, the cost of frontier AI research is escalating faster than revenue, and there is no guarantee that the next generation of models will deliver the same leap in capability that justified the jump from GPT-3 to GPT-4. Third, the regulatory environment is hardening globally, with the EU AI Act fully enforceable since August 2025 and similar legislation advancing in the UK, Canada, and Japan.
The bull case is simpler: AI is the most transformative technology since the internet, and OpenAI is its most recognized brand. ChatGPT has 410 million monthly active users, the largest user base of any AI product. The company's developer platform processes 92 billion API calls per month. And the total addressable market for enterprise AI software is projected to reach $420 billion by 2030, according to IDC. If OpenAI captures even a modest share of that market at healthy margins, a $1 trillion valuation begins to look reasonable.
The truth, as with most epochal technology bets, lies somewhere between the extremes. OpenAI's IPO will be a referendum not just on one company's prospects but on the market's conviction that artificial intelligence can generate sustainable economic value at scale. By September, when the stock is expected to begin trading, investors will have placed their bets. The rest of us will be watching to see whether the most anticipated IPO since Saudi Aramco lives up to the hype, or whether a trillion-dollar valuation turns out to be the high-water mark of the AI gold rush.