OpenAI Files Confidentially for an IPO at Up to $1 Trillion

OpenAI submitted a confidential draft registration statement to the U.S. Securities and Exchange Commission on May 22, taking the first formal step toward what could become one of the largest technology listings in history. The filing puts the company on a path to debut as a public stock as soon as September, with bankers reportedly preparing for a valuation between $852 billion and $1 trillion, depending on how the market reads the company's growth and burn rate.

Goldman Sachs and Morgan Stanley are leading the deal, with JPMorgan Chase also involved, according to people familiar with the matter who spoke to CNBC. Axios reported similar details the same week, and Fortune's coverage of the filing on May 22 sets out the questions investors are waiting to see answered.

What a confidential filing actually means

A confidential filing keeps the prospectus out of public view while the SEC reviews it. Under rules adopted in 2017, any company going public can submit a draft registration statement privately, work through regulators' comments away from the spotlight, and only reveal the full financials roughly fifteen days before the investor roadshow begins.

For OpenAI, this gives the company a window of weeks to negotiate the shape of its disclosures before they harden into a public S-1. The first unredacted prospectus is the document the market will price the company on, and it is also the first time outside investors will see a complete view of the business.

The numbers that will define the offering

The numbers will be closely read. OpenAI is reportedly losing about $1.22 for every dollar of revenue, a gap the company has so far financed through enormous capital raises and compute partnerships. The IPO would convert paper valuation into permanent capital, but it also forces a level of disclosure that the company has carefully avoided in its eight years of life.

What investors will look for is the underlying unit economics, not the headline revenue figure, which has grown sharply since the launch of GPT-5.5 earlier this year. The interesting question is how much of the loss is structural compute spend that scales linearly with usage, and how much shrinks as the business matures. The S-1 will be the first time the public gets a clean answer.

An obvious comparator in private markets

The timing puts OpenAI ahead of an obvious comparator. Anthropic is in the middle of a $30 billion private round at a roughly $900 billion valuation, with no listing imminent. If OpenAI prices well in September, the gap between the two frontrunners becomes a public stock-price story rather than a private fundraising one, which is a very different kind of pressure to operate under.

What to watch in the coming weeks

A few practical milestones are worth tracking. SEC feedback on the draft is expected within thirty days. The unredacted S-1 will surface in late summer if the September window holds. The roadshow is where institutional investors press management for the answers the filing doesn't give, and pricing day will set the tone for AI public market valuations for years to come.

Whatever the final figure, the listing will mark the first time anyone outside OpenAI's boardroom can value the company without relying on what its private investors say it is worth.