OpenAI transforms into a commercial company: Microsoft to acquire 27% stake

OpenAI has completed a long-anticipated restructuring, creating a commercial division valued at $500 billion. The move, announced on Tuesday, strengthens Microsoft’s position as a key shareholder and lifts the company’s previous profit restrictions to accelerate the development of artificial intelligence, according to The New York Times (NYT).

New Structure: A PBC Under Nonprofit Control

Following the reorganization, OpenAI Group PBC — a new commercial entity operating as a Public Benefit Corporation (PBC) — is now overseen by the nonprofit OpenAI Foundation, which retains a 26% stake. This gives the foundation decisive control over governance.

The ownership structure is as follows:

• Microsoft: 27% (worth about $135 billion), as one of OpenAI’s oldest investors.
• OpenAI Foundation: 26%.
• Employees (current and former) and other investors: 47%.

A PBC structure combines profit-making goals with public-interest missions: the company must report to shareholders on how it contributes to the common good, including the ethical advancement of AI. Similar frameworks have been adopted by Anthropic and, briefly, Elon Musk’s xAI in 2024 before the latter abandoned it.

Benefits for OpenAI and Its Partners

The shift to a fully commercial model eliminates the previous “profit cap” that limited investor returns to 100 times their initial investment. Now OpenAI can attract unlimited capital — a key advantage in the escalating AI race with Musk’s xAI, which reached a valuation of around $200 billion after a $10 billion funding round.

The company’s partnership agreement with Microsoft has been extended until 2032, maintaining Microsoft’s exclusive access to OpenAI’s models. However, the terms have been relaxed: OpenAI will now be allowed to distribute its computing workloads among Microsoft’s competitors, including Google Cloud and Oracle. Analysts noted that this change means Microsoft’s Azure will now have to compete for OpenAI’s contracts, especially after OpenAI’s multi-billion-dollar deals with Oracle and CoreWeave.

Meanwhile, SoftBank, which invested $30 billion earlier this year, confirmed it will retain its full commitment rather than reducing it to $20 billion — a reduction that was under consideration if the restructuring had been delayed.

What Is a PBC?

A Public Benefit Corporation (PBC) is a for-profit entity legally required to pursue a social or environmental mission in addition to generating profits for shareholders. Such companies regularly publish public reports about their impact. Unlike traditional corporations, PBCs balance financial performance with social good — an ideal setup for AI-focused companies like OpenAI.

Background: From Nonprofit Lab to AI Giant

OpenAI began in 2015 as a nonprofit research organization founded by Sam Altman, Elon Musk, and Peter Thiel. By 2019, it had created a commercial subsidiary with strict income limits. The current restructuring reflects the need to sustain enormous AI development costs.

Elon Musk, a co-founder and now one of OpenAI’s most vocal critics, has filed a lawsuit accusing the company of betraying its original “open AI” mission — since only part of its models remain open-source. His company xAI became fully commercial in 2024 after abandoning plans to become a PBC. Negotiations with regulators in California and Delaware took a year but ultimately paved the way for OpenAI’s potential IPO and future investments.

In Short

OpenAI has completed its restructuring, forming a $500 billion Public Benefit Corporation controlled by the nonprofit OpenAI Foundation. Microsoft will own 27% of the company, with their partnership extended through 2032, now allowing flexibility for other cloud providers. The change removes investment barriers while keeping OpenAI’s stated focus on the public good — even as it faces legal challenges from Musk.