OpenAI Completes Recapitalization, Establishes OpenAI Foundation Control

October 28, 2025
OpenAI has finalized its recapitalization, creating a new corporate structure where the nonprofit OpenAI Foundation holds control over the for-profit OpenAI Group. Microsoft retains a 27% stake, and the Foundation will use its equity to fund philanthropic initiatives in health and AI resilience.
OpenAI Completes Recapitalization, Establishes OpenAI Foundation Control

OpenAI has completed its recapitalization, splitting the organization into a nonprofit foundation that controls a for-profit public benefit corporation, according to a company announcement. The new structure places the OpenAI Foundation in legal control of the for-profit entity, now called OpenAI Group PBC, while maintaining the same mission of ensuring artificial general intelligence benefits all of humanity.

Under the arrangement, the Foundation holds an equity stake valued at roughly $130 billion, with potential for additional ownership as OpenAI grows. The Foundation will use these resources to fund two initial initiatives: $25 billion dedicated to health research and AI resilience. These efforts include creating open health datasets and supporting technical measures to improve AI safety and reliability.

The restructuring was completed after nearly a year of discussions with the attorneys general of California and Delaware, who approved the process with conditions related to AI risk mitigation. Microsoft Corporation, which holds about 27% of OpenAI, has extended its intellectual property rights to OpenAI’s models through 2032 as part of the deal.

The recapitalization follows earlier legal and investment challenges, including opposition from co-founder Elon Musk, and concludes a transition that allows OpenAI to raise capital more freely while maintaining nonprofit oversight.

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